Common use of Asset Dispositions Clause in Contracts

Asset Dispositions. Neither the Guarantor nor any of its Subsidiaries shall sell, lease, transfer or otherwise dispose of any of its assets or property, whether now owned or hereafter acquired, except for the following: (i) Sales of inventory and products by the Guarantor and its Subsidiaries in the ordinary course of their businesses; (ii) Sales of surplus, damaged, worn or obsolete equipment or inventory for not less than fair market value; (iii) Sales or other dispositions of Investments permitted by clauses (i) and (iii) of Section 8.2(e) below for not less than fair market value; (iv) Sales or assignments of defaulted receivables to a collection agency in the ordinary course of business; (v) Licenses by the Guarantor or its Subsidiaries of its patents, copyrights, trademarks, trade names and service marks in the ordinary course of its business provided that, in each case, the terms of the transaction are terms which then would prevail in the market for similar transactions between unaffiliated parties dealing at arm's length; (vi) Sales or other dispositions of assets and property by the Guarantor to any of the Guarantor's Subsidiaries or by any of the Guarantor's Subsidiaries to the Guarantor or any of its other Subsidiaries, provided that, on the date of any such sale or disposition, the Guarantor and such Subsidiary each reasonably believes that such sale or disposition is made on terms which are no less favorable to the Guarantor then would prevail in the market for similar transactions between unaffiliated parties dealing at arm's length; and (vii) Other sales, leases, transfers and disposals of assets and property for not less than fair market value, provided that the net proceeds from any such sale, lease, transfer or disposal shall not exceed ten percent (10%) of the consolidated total assets of the Guarantor and its Subsidiaries immediately prior to such sale, lease, transfer or disposal. provided, however, that the foregoing exceptions shall not be construed to permit any sales, leases, transfers or disposals of any of the Property, except as expressly permitted by the Master Lease or any of the other Operative Documents.

Asset Dispositions. Neither the Guarantor nor any of its Subsidiaries shall No Loan Party shall, directly or indirectly, sell, lease, charter, convey, transfer or otherwise dispose (including, without limitation, via any sale and leaseback transaction) of any of its assets or property, whether now owned or hereafter acquired, except for the following: (i) Sales or licensing by the Loan Parties of inventory and products by the Guarantor and its Subsidiaries in the ordinary course of their businessesbusinesses (excluding sales of inventory by any Loan Party, directly or indirectly, to another Loan Party); (ii) Sales by the Loan Parties of surplus, damaged, worn or obsolete equipment or inventory in the ordinary course of their businesses for not less than fair market value; (iii) Sales or other dispositions by any Loan Party of Investments permitted by clauses clause (i) and (iii) of Section 8.2(e5.02(e) below for not less than fair market value; provided that no Default or Event of Default (or event or circumstance described in Section 2.06(d)) shall have occurred and be continuing and the proceeds of such sale or other disposition are retained as working capital with such Loan Party; (iv) Sales or assignments other dispositions of defaulted receivables to a collection agency in the ordinary course of business; (v) Licenses assets and property by the Borrower to any Guarantor (other than GPI) or its Subsidiaries of its patents, copyrights, trademarks, trade names and service marks in by any Guarantor to the ordinary course of its business Borrower or another Guarantor (other than GPI); provided that, in each case, that the terms of any such sales or other dispositions by or to the transaction Borrower or any Guarantor are terms which then are no less favorable to the Borrower or any Guarantor than would prevail in the market for similar transactions between unaffiliated parties dealing at arm's ’s length;; and (viv) Sales or other dispositions of assets and property by the Guarantor to any Loan Parties of all or a portion of the Guarantor's Subsidiaries or by any of assets included in the Guarantor's Subsidiaries Library Value to the Guarantor or any of its other Subsidiaries, a non-Affiliate third party for cash; provided that: (A) No Default or Event of Default (or event or circumstance described in Section 2.06(d)) has occurred and is continuing on the date of, or would result after giving effect to, any such sale or other disposition (actually and on a pro forma basis); (B) The Adjusted Borrowing Base Availability reported in the most recently delivered Borrowing Base Certificate as of the date of any such sale or other disposition exceeds, and would exceed after giving effect to any such sale or other disposition, the Guarantor aggregate amount of Revolving Loans and such Subsidiary each reasonably believes that L/C Obligations outstanding as of the date of any such sale or disposition is made on terms which are no less favorable to the Guarantor then would prevail in the market for similar transactions between unaffiliated parties dealing at arm's lengthother disposition; and (viiC) Other sales, leases, transfers and disposals The Borrower notifies the Administrative Agent of assets and property for not less than fair market value, provided that the net proceeds from any such sale, lease, transfer sale or disposal shall not exceed ten percent (10%) of the consolidated total assets of the Guarantor and its Subsidiaries immediately prior to such sale, lease, transfer or disposal. provided, however, that the foregoing exceptions shall not be construed to permit any sales, leases, transfers or disposals of any of the Property, except as expressly permitted by the Master Lease or any of the other Operative Documentsdisposition in accordance with Section 5.01(a)(ix).

Asset Dispositions. Neither the Guarantor nor any of its Subsidiaries shall No Loan Party shall, directly or indirectly, sell, lease, charter, convey, transfer or otherwise dispose (including, without limitation, via any sale and leaseback transaction and via any disposition in connection with the exercise of remedies by NRG with respect to certain liens held by NRG on the Hall Street Terminal which secure certain of ACL’s obligations to NRG) of any of its assets or property, whether now owned or hereafter acquired, except for the following: (i) Sales Sales, leases or other dispositions by the Loan Parties of inventory and products by the Guarantor and its Subsidiaries in the ordinary course of their businessesbusinesses (excluding sales of inventory by any Loan Party, directly or indirectly, to another Loan Party) including any sale by Jeffboat of barges and other equipment in a Jeffboat Sale and Leaseback Transaction; (ii) Sales Sales, leases or other dispositions by the Loan Parties of surplus, damaged, worn or obsolete equipment or inventory in the ordinary course of their businesses for not less than fair market value; (iii) Sales or other dispositions by any Loan Party of Investments permitted by clauses clause (i) and (iii) of Section 8.2(e5.02(e) below for not less than fair market value; provided that no Default or Event of Default shall have occurred and be continuing and the proceeds of such sale or other disposition are retained as working capital with such Loan Party; (iv) Sales or assignments other dispositions of defaulted receivables to a collection agency in the ordinary course of business; (v) Licenses assets and property by the Borrowers to any Guarantor (other than Parent or its Subsidiaries of its patents, copyrights, trademarks, trade names and service marks in Commercial Barge Line Company) or by any Guarantor to the ordinary course of its business Borrowers or another Guarantor (other than Parent or Commercial Barge Line Company); provided that, in each case, that the terms of any such sales or other dispositions by or to the transaction Borrowers or any Guarantor are terms which then are no less favorable to the Borrowers or any Guarantor than would prevail in the market for similar transactions between unaffiliated parties dealing at arm's length; (vi) Sales or other dispositions of assets and property by the Guarantor to any of the Guarantor's Subsidiaries or by any of the Guarantor's Subsidiaries to the Guarantor or any of its other Subsidiaries, provided that, on the date of any such sale or disposition, the Guarantor and such Subsidiary each reasonably believes that such sale or disposition is made on terms which are no less favorable to the Guarantor then would prevail in the market for similar transactions between unaffiliated parties dealing at arm's ’s length; and (viiv) Other Additional sales, leases, transfers and disposals leases or other disposition of assets and or property for by the Loan Parties not less than to exceed (A) $50,000,000 of assets valued at fair market value, provided that value in the net proceeds from any such sale, lease, transfer aggregate per calendar year or disposal shall not exceed ten percent (10%B) $150,000,000 of assets valued at fair market value in the consolidated total assets aggregate during the term of the Guarantor and its Subsidiaries immediately prior to such sale, lease, transfer or disposal. provided, however, that the foregoing exceptions shall not be construed to permit any sales, leases, transfers or disposals of any of the Property, except as expressly permitted by the Master Lease or any of the other Operative Documentsthis Agreement.

Asset Dispositions. Neither the Guarantor Borrower nor any of its Subsidiaries shall sell, lease, transfer or otherwise dispose of any of its assets or property, whether now owned or hereafter acquired, except for the following: (i) Sales of inventory and products by the Guarantor Borrower and its Subsidiaries in the ordinary course of their businesses; (ii) Sales of surplus, damaged, worn or obsolete equipment or inventory for not less than fair market value; (iii) Sales or other dispositions of Investments permitted by clauses CLAUSE (i) and (iiiOF SUBPARAGRAPH 5.02(e) of Section 8.2(e) below for not less than fair market value; (iv) Sales or assignments of defaulted receivables to a collection agency in the ordinary course of business; (v) Licenses Sales or other dispositions of assets and property by the Guarantor Borrower to any of Borrower's Subsidiaries or its by any of Borrower's Subsidiaries to Borrower or any of its patentsother Subsidiaries, copyrightsprovided that the terms of any such sales or other dispositions by or to Borrower are terms which are no less favorable to Borrower then would prevail in the market for similar transactions between unaffiliated parties dealing at arm's length; (vi) Sales by Borrower and ADAC Capital of promissory notes, trademarksaccounts receivable and other indebtedness owed to Borrower and its Subsidiaries, trade names provided that each such sale is (A) for cash consideration which is not less than the fair market value of the promissory notes, accounts receivable or other indebtedness sold and service marks (B) without any recourse to Borrower, ADAC Capital or any of Borrower's other Subsidiaries except to the extent permitted by CLAUSE (ix) of Subparagraph 5.02(a); (vii) Sales and licenses by Borrower of its intellectual property, in the ordinary course of its business business, provided that, in each case, the terms of the transaction are terms which then would prevail in the market for similar transactions between unaffiliated parties dealing at arm's length; (vi) Sales or other dispositions of assets and property by the Guarantor to any of the Guarantor's Subsidiaries or by any of the Guarantor's Subsidiaries to the Guarantor or any of its other Subsidiaries, provided that, on the date of any such sale or disposition, the Guarantor and such Subsidiary each reasonably believes that such sale or disposition is made on terms which are no less favorable to the Guarantor then would prevail in the market for similar transactions between unaffiliated parties dealing at arm's length; and (viiviii) Other sales, leases, transfers and disposals of assets and property for not less than fair market valueproperty, provided that the net proceeds from aggregate value of all such assets and property (based upon the greater of the fair market or book value of such assets and property) so sold, leased, transferred or otherwise disposed of in any such sale, lease, transfer or disposal shall fiscal year does not exceed ten percent (10%) of the consolidated total assets of the Guarantor and its Subsidiaries immediately prior to such sale, lease, transfer or disposal. provided, however, that the foregoing exceptions shall not be construed to permit any sales, leases, transfers or disposals of any of the Property, except as expressly permitted by the Master Lease or any of the other Operative Documents$10,000,000 per year.

Asset Dispositions. Neither the Guarantor Lessee nor any of its Subsidiaries shall sell, lease, transfer or otherwise dispose of any of its assets or property, whether now owned or hereafter acquired, except for the following: (i) Sales of inventory and products by the Guarantor Lessee and its Subsidiaries in the ordinary course of their businesses; (ii) Sales of surplus, damaged, worn or obsolete equipment or inventory for not less than fair market value; (iii) Sales or other dispositions of Investments permitted by clauses (i) and (iii) of Section 8.2(eSubparagraph 5.02(e) below for not less than fair market value; (iv) Sales or assignments of defaulted receivables to a collection agency in the ordinary course of business; (v) Licenses by the Guarantor Lessee or its Subsidiaries of its patents, copyrights, trademarks, trade names and service marks in the ordinary course of its business provided that, in each case, the terms of the transaction are terms which then would prevail in the market for similar transactions between unaffiliated parties dealing at arm's length; (vi) Sales or other dispositions of assets and property by the Guarantor Lessee to any of the GuarantorLessee's Subsidiaries or by any of the GuarantorLessee's Subsidiaries to the Guarantor Lessee or any of its other Subsidiaries, provided that, on the date terms of any such sale sales or dispositionother dispositions by or to Lessee (other than sales or other dispositions by Lessee to any of Lessee's wholly owned Subsidiaries or by any of Lessee's wholly owned subsidiaries to Lessee, except for sales or dispositions by Lessee which, either singly or in the Guarantor and aggregate with respect to all such Subsidiary each reasonably believes that such sale sales or disposition is made dispositions, would involve all or substantially all of the assets or property of Lessee or which would render Lessee incapable of performing its obligations under the Operative Documents) are on terms which are no less favorable to the Guarantor then Lessee than would prevail in the market for similar transactions between unaffiliated parties dealing at arm's arms length; (vii) Sales of accounts receivable of Lessee and its Subsidiaries, provided that (A) each such sale is (1) for not less than fair market value and (2) for cash, and (B) the aggregate book value of all such accounts receivable so sold in any consecutive four-quarter period does not exceed ten percent (10%) of the consolidated total accounts receivable of Lessee and its Subsidiaries on the last day immediately preceding such four-quarter period; and (viiviii) Other sales, leases, transfers and disposals of assets and property for not less than fair market value, provided that the net proceeds from aggregate book value of all such assets and property so sold, leased, transferred or otherwise disposed of in any such sale, lease, transfer or disposal shall consecutive four-quarter period does not exceed ten five percent (105%) of the consolidated total assets of the Guarantor Lessee and its Subsidiaries on the last day immediately prior to preceding such sale, lease, transfer or disposal. providedfour-quarter period; Provided, however, that the foregoing exceptions shall not be construed to permit any sales, leases, transfers or disposals of any of the Property, except as expressly permitted by the Master Lease Agreement or any of the other Operative DocumentsPurchase Agreement.

Asset Dispositions. Neither the Guarantor Borrower nor any of its Subsidiaries ------------------ shall sell, lease, transfer or otherwise dispose of any of its assets or property, whether now owned or hereafter acquired, except for the following: (i) Sales of inventory and products by the Guarantor Borrower and its Subsidiaries in the ordinary course of their businesses; (ii) Sales of surplus, damaged, worn or obsolete equipment or inventory for not less than fair market value; (iii) Sales or other dispositions of Investments permitted by clauses (i), (ii), (iii) and (iiiiv) of Section 8.2(eSubparagraph 5.02(e) below for not less --------------------------------------------------------- than fair market value; (iv) Sales or assignments of defaulted receivables to a collection agency in the ordinary course of business; (v) Licenses by Sales of lease receivables, provided that (A) no Default has occurred and is continuing at the Guarantor time of, or its Subsidiaries of its patentswill arise as a result of, copyrights, trademarks, trade names any such sale and service marks in the ordinary course of its business provided that, in (B) each case, the terms of the transaction are terms which then would prevail in the such sale is for not less than fair market for similar transactions between unaffiliated parties dealing at arm's lengthvalue; (vi) Sales or other dispositions of assets and property by the Guarantor Borrower to any of the GuarantorBorrower's Subsidiaries or by any of the GuarantorBorrower's Subsidiaries to the Guarantor Borrower or any of its other Subsidiaries, provided that, on the date of any such sale or disposition, the Guarantor and such Subsidiary each reasonably believes that such sale or disposition is made on terms which are no less favorable to the Guarantor then would prevail in the market for similar transactions between unaffiliated parties dealing at arm's length; and (vii) Other sales, leases, transfers and disposals of assets and property for not less than fair market valueproperty, provided that the net proceeds from aggregate value of all such assets and property (based upon the greater of the fair market or book value of such assets and property) so sold, leased, transferred or otherwise disposed of in any such sale, lease, transfer or disposal shall fiscal year does not exceed ten percent (10%) of the consolidated total assets of the Guarantor and its Subsidiaries immediately prior to such sale, lease, transfer or disposal. provided, however, that the foregoing exceptions shall not be construed to permit any sales, leases, transfers or disposals of any of the Property, except as expressly permitted by the Master Lease or any of the other Operative Documents$10,000,000.

Asset Dispositions. Neither the Guarantor Borrower nor any of its Subsidiaries shall sell, lease, transfer or otherwise dispose of all or any substantial part of its assets or property, whether now owned or hereafter acquired, except for the following: (i) Sales of inventory and products by the Guarantor Borrower and its Subsidiaries in the ordinary course of their businesses; (ii) Sales of surplus, damaged, worn or obsolete equipment or inventory for not less than fair market valueequipment; (iii) Sales or other dispositions of Investments permitted by clauses (iSubparagraph 5.02(f) and (iii) of Section 8.2(e) below for not less than fair market value; (iv) Sales or assignments of defaulted receivables to a collection agency in the ordinary course of business; (v) Licenses by the Guarantor Subleases and leases of real property, provided that each such sublease or its Subsidiaries of its patents, copyrights, trademarks, trade names lease (A) shall be for a fair market rent and service marks (B) shall have other terms which then would prevail in the ordinary course market for similar transactions between unaffiliated parties dealing at arm’s length; (vi) Any sale and leaseback of its business assets or property, provided that, in each case, (A) the sale is for fair market value, (B) the lease is for a fair market rent for sales and leasebacks, (C) the other terms of the transaction are terms which then would prevail in the market for similar transactions between unaffiliated parties dealing at arm's ’s length, and (D) the aggregate fair market value (determined at the time of the applicable sale) of all assets or property subject to such sales shall not exceed $1,000,000; (vivii) Sales or other dispositions of assets and property Licenses by the Guarantor to any of the Guarantor's Subsidiaries or by any of the Guarantor's Subsidiaries to the Guarantor or any Borrower of its other Subsidiariestrademarks, in the ordinary course of its business, provided that, on in each case, (A) the date license is for a fair market royalty, (B) the other terms of any such sale or disposition, the Guarantor and such Subsidiary each reasonably believes that such sale or disposition is made on transaction are terms which are no less favorable to the Guarantor then would prevail in the market for similar transactions between unaffiliated parties dealing at arm's ’s length, (C) all steps necessary to perfect Agent’s security interest in the license agreement, royalty payments and other rights of Borrower in connection therewith have been taken and (D) such license does not materially impair Borrower’s right to use the name “HIE Retail” in Hawaii or the value of such name to Borrower in Hawaii; and (viiviii) Other sales, leases, transfers and disposals of assets and property for not less than fair market valueassets, provided that the net proceeds from any aggregate value of all such saleproperty (based upon the greater of the fair market or book value of such property) so sold, leaseleased, transfer transferred or disposal shall otherwise disposed of in an fiscal year does not exceed ten percent (10%) of the consolidated total assets of the Guarantor and its Subsidiaries immediately prior to such sale, lease, transfer or disposal. provided, however, that the foregoing exceptions shall not be construed to permit any sales, leases, transfers or disposals of any of the Property, except as expressly permitted by the Master Lease or any of the other Operative Documents$500,000 per year.

Asset Dispositions. Neither the Guarantor Lessee nor any of its Material Subsidiaries shall sell, lease, transfer or otherwise dispose of (each a "transfer") any of its assets or property, whether now owned or hereafter acquired, except for the following: (i) Sales Transfers of inventory and products by the Guarantor Lessee and its Subsidiaries in the ordinary course of their businesses; (ii) Sales Transfers of surplus, damaged, worn or obsolete equipment or inventory inventory; (iii) Transfers, in whole or in part, of Investments permitted by Subparagraph 5.02(d), provided that (A) such transfers are for not less than fair market value; value (iii) Sales or other dispositions except for transfers of Investments permitted by clauses (iassets acquired in an acquisition transaction) and (iiiB) no Default has occurred and is continuing at the time of Section 8.2(e) below for not less than fair market valuesuch transfer or will occur after giving effect to such transfer; (iv) Sales or assignments Transfers of defaulted receivables to a collection agency in the ordinary course of business; (v) Licenses by the Guarantor Lessee or its Subsidiaries of its patents, copyrights, trademarks, trade names and service marks in the ordinary course of its business provided that, in each casecase (except in the case of licenses between Lessee and a Subsidiary or between one Subsidiary and another Subsidiary), the terms of the transaction are terms which then would prevail in the market for similar transactions between unaffiliated parties dealing at arm's length; (vi) Sales or other dispositions Transfers of assets and property by the Guarantor Lessee to any of the GuarantorLessee's Subsidiaries or by any of the GuarantorLessee's Subsidiaries to the Guarantor Lessee or any of its other Subsidiaries, provided that, on the date of any such sale or disposition, the Guarantor and such Subsidiary each reasonably believes that such sale or disposition is made on terms which are no less favorable to the Guarantor then would prevail in the market for similar transactions between unaffiliated parties dealing at arm's length; and; (vii) Other salesSales of accounts receivable to financial institutions in financing transactions, leases, transfers and disposals of assets and property provided that (A) each such sale is (1) for not less than the fair market value, provided that value of the net proceeds from receivables sold less a discount not exceeding twenty-five percent (25%) and (2) directly or indirectly for cash and (B) the aggregate amount of all such accounts receivable so sold and outstanding at any such sale, lease, transfer or disposal time shall not exceed ten fifteen percent (1015%) of the consolidated total assets net worth of the Guarantor Lessee and its Subsidiaries immediately prior at such time; (viii) Transfers of leases or other chattel paper to financial institutions in financing transactions or in connection with the securitization thereof, provided that no Default has occurred and is continuing at the time of such transfer or will occur after giving effect to such sale, lease, transfer or disposal. provided, however, that the foregoing exceptions shall not be construed to permit any sales, leases, transfers or disposals of any of the Property, except as expressly permitted by the Master Lease or any of the other Operative Documents.transfer; and

Asset Dispositions. Neither the Guarantor nor any of its Subsidiaries shall No Loan Party shall, directly or indirectly, sell, lease, convey, transfer or otherwise dispose of any of its assets Property (via a Sale and Leaseback or propertyotherwise), whether now owned or hereafter acquired, except for the following: (i) Sales sales and leases by the Loan Parties of inventory and products by the Guarantor and its Subsidiaries equipment in the ordinary course of their businesses; (ii) Sales sales by the Loan Parties of surplus, damaged, worn worn-out, used, obsolete or obsolete surplus equipment or inventory in the ordinary course of their businesses for not less than fair market valueFair Market Value; (iii) Sales sales or other dispositions by any Loan Party of Investments permitted by clauses (iSection 5.02(e)(ii) and (iii) of Section 8.2(e) below for not less than fair market valueFair Market Value; provided that no Default shall have occurred and be continuing and the proceeds of such sale or other disposition are retained as working capital with such Loan Party; (iv) Sales or assignments of defaulted receivables to a collection agency in the ordinary course of business; (v) Licenses by the Guarantor or its Subsidiaries of its patents, copyrights, trademarks, trade names and service marks in the ordinary course of its business provided that, in each case, the terms of the transaction are terms which then would prevail in the market for similar transactions between unaffiliated parties dealing at arm's length; (vi) Sales sales or other dispositions of assets and property (A) by the Borrower to any Guarantor, (B) by any Guarantor to any of the Guarantor's Subsidiaries or Borrower, (C) by any of Guarantor to another Guarantor, (D) by any Loan Party that is not the Guarantor's Subsidiaries Borrower or Guarantor (other than a Pledged Foreign Subsidiary) to any other Loan Party, and (E) by any Pledged Foreign Subsidiary to the Borrower, any Guarantor or any other Pledged Foreign Subsidiary; (v) the Loan Parties may sell Property (including Equity Securities of its other Subsidiariesany Subsidiary) if (I) the Loan Parties receive consideration at the time of the asset sale at least equal to the Fair Market Value of the assets or Equity Securities issued or sold or otherwise disposed of, and at least 75% of the consideration received in the assets or Equity Securities sold by the Loan Parties is in the form of cash or Cash Equivalents, provided thatthat all such amounts are applied in accordance with Section 2.06(c), on or (II) such asset sale is in respect of equipment in connection with Sale and Leasebacks, provided that the date proceeds of any such Sale and Leaseback shall be entirely in cash and shall not be less than 100% of the Fair Market Value of the equipment being sold (determined in good faith by the Borrower); (vi) the leasing or subleasing of assets in the ordinary course of business not materially interfering with the conduct of the business of the Loan Parties taken as a whole; (vii) the sale or dispositiondiscount, in each case without recourse and forgiveness, of accounts receivable arising in the Guarantor ordinary course of business, but only in connection with the compromise or collection thereof; (viii) the lapse of registered patents, trademarks, and such Subsidiary each reasonably believes that such sale or disposition is made on terms which are no less favorable other intellectual property of any Loan Party to the Guarantor then would prevail extent not economically desirable in the conduct of their business and so long as such lapse is not materially adverse to the interests of the Lenders; (ix) the contemporaneous exchange of equipment traded for credit towards new equipment so long as such transaction is otherwise permitted by the terms of this Agreement; (x) any involuntary loss, damage or destruction of property or any involuntary condemnation, seizure or taking, by the exercise of the power of eminent domain or otherwise, or confiscation or requisition of use of property; (xi) the unwinding of any Rate Contract so long as the termination of such Rate Contract does not result in an Event of Default; (xii) any disposition of Investments of in cash or Cash Equivalents in an arms-length transaction with a third party; (xiii) dispositions of Investments in the minority interests of the Equity Securities of another Person, so long as made in an arm’s length transaction at fair market for similar transactions between unaffiliated parties dealing at arm's lengthvalue; provided that the Net Proceeds therefrom are applied and/or reinvested as (and to the extent) required by Section 2.06(c)(iii); and (viixiv) Other salestransfers permitted by Section 5.02(b), leasesSection 5.02(d), transfers Section 5.02(e), and disposals Section 5.02(f); (xv) without limiting Section 5.02(p), sales or other dispositions of Margin Stock; (xvi) dispositions of assets and property for (other than accounts, intellectual property, licenses, Equity Securities of Loan Parties) not less than otherwise permitted in clauses (i) through (xv) above so long as made at fair market value, provided that value and the net proceeds from any aggregate fair market value of all assets disposed of in all such sale, lease, transfer or disposal shall dispositions since the Closing Date would not exceed ten percent $2,500,000. To the extent the Required Lenders (10%) or all of the consolidated total assets Lenders, as the case may be) waive the provisions of this Section 5.02(c) with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 5.02(c) (other than to another Loan Party), such Collateral shall be sold free and clear of the Guarantor and its Subsidiaries immediately prior to such sale, lease, transfer or disposal. provided, however, that the foregoing exceptions shall not be construed to permit any sales, leases, transfers or disposals of any of the Property, except as expressly permitted Liens created by the Master Lease or Security Documents, and the Administrative Agent shall take any of actions in order to effect the other Operative Documentsforegoing, all at the Borrower’s reasonable expense.

Asset Dispositions. Neither the Guarantor nor any of its Subsidiaries shall No Loan Party shall, directly or indirectly, sell, lease, transfer convey, transfer, allocate pursuant to a Plan of Division or otherwise dispose of any of its assets Property (via a Sale and Leaseback or propertyotherwise), whether now owned or hereafter acquired, except for the following: (i) Sales sales and leases by the Loan Parties of inventory and products by the Guarantor and its Subsidiaries equipment in the ordinary course of their businesses; (ii) Sales sales by the Loan Parties of surplus, damaged, worn worn-out, used, obsolete or obsolete surplus equipment or inventory in the ordinary course of their businesses for not less than fair market valueFair Market Value; (iii) Sales sales or other dispositions by any Loan Party of Investments permitted by clauses (iSection 5.02(e)(ii) and (iii) of Section 8.2(e) below for not less than fair market valueFair Market Value; provided that no Default shall have occurred and be continuing and the proceeds of such sale or other disposition are retained as working capital with such Loan Party; (iv) Sales or assignments (x) sales, (y) except in the case of defaulted receivables the Borrower under clause (A) below, allocations pursuant to a collection agency Plan of Division or (z) other dispositions of assets and property (A) by the Borrower to any Guarantor, (B) by any Guarantor to the Borrower, (C) by any Guarantor to another Guarantor, (D) by any Loan Party that is not the Borrower or Guarantor (other than a Pledged Foreign Subsidiary) to any other Loan Party, and (E) by any Pledged Foreign Subsidiary to the Borrower, any Guarantor or any other Pledged Foreign Subsidiary; (v) the Loan Parties may sell Property (including Equity Securities of any Subsidiary) if (I) the Loan Parties receive consideration at the time of the asset sale at least equal to the Fair Market Value of the assets or Equity Securities issued or sold or otherwise disposed of, and at least 75% of the consideration received in the assets or Equity Securities sold by the Loan Parties is in the form of cash or Cash Equivalents, provided that all such amounts are applied in accordance with Section 2.06(c), or (II) such asset sale is in respect of equipment in connection with Sale and Leasebacks, provided that the proceeds of any such Sale and Leaseback shall be entirely in cash and shall not be less than 100% of the Fair Market Value of the equipment being sold (determined in good faith by the Borrower); (vi) the leasing or subleasing of assets in the ordinary course of business not materially interfering with the conduct of the business of the Loan Parties taken as a whole; (vii) the sale or discount, in each case without recourse and forgiveness, of accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof; (vviii) Licenses by the Guarantor or its Subsidiaries lapse of its registered patents, copyrights, trademarks, trade names and service marks other intellectual property of any Loan Party to the extent not economically desirable in the ordinary course conduct of its their business provided that, in each case, and so long as such lapse is not materially adverse to the interests of the Lenders; (ix) the contemporaneous exchange of equipment traded for credit towards new equipment so long as such transaction is otherwise permitted by the terms of the transaction are terms which then would prevail in the market for similar transactions between unaffiliated parties dealing at arm's lengththis Agreement; (vix) Sales any involuntary loss, damage or destruction of property or any involuntary condemnation, seizure or taking, by the exercise of the power of eminent domain or otherwise, or confiscation or requisition of use of property; (xi) the unwinding of any Rate Contract so long as the termination of such Rate Contract does not result in an Event of Default; (xii) any disposition of Investments of in cash or Cash Equivalents in an arms-length transaction with a third party; (xiii) dispositions of Investments in the minority interests of the Equity Securities of another Person or in any Specified Entity (as defined in the Disclosure Letter), so long as made in an arm’s length transaction at fair market value; provided that the Net Proceeds therefrom are applied and/or reinvested as (and to the extent) required by Section 2.06(c)(iii); and (xiv) transfers permitted by Section 5.02(b), Section 5.02(d), Section 5.02(e), and Section 5.02(f); (xv) without limiting Section 5.02(p), sales or other dispositions of Margin Stock; (xvi) dispositions of assets (other than accounts, intellectual property, licenses, Equity Securities of Loan Parties) not otherwise permitted in clauses (i) through (xv) above so long as made at fair market value and property the aggregate fair market value of all assets disposed of in all such dispositions since the July 2017 Amendment Effective Date would not exceed $2,500,000. To the extent the Required Lenders (or all of the Lenders, as the case may be) waive the provisions of this Section 5.02(c) with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 5.02(c) (other than to another Loan Party), such Collateral shall be sold free and clear of the Liens created by the Guarantor Security Documents, and the Administrative Agent shall take any actions in order to any of effect the Guarantor's Subsidiaries or by any of foregoing, all at the Guarantor's Subsidiaries to the Guarantor or any of its other Subsidiaries, provided that, on the date of any such sale or disposition, the Guarantor and such Subsidiary each reasonably believes that such sale or disposition is made on terms which are no less favorable to the Guarantor then would prevail in the market for similar transactions between unaffiliated parties dealing at arm's length; and (vii) Other sales, leases, transfers and disposals of assets and property for not less than fair market value, provided that the net proceeds from any such sale, lease, transfer or disposal shall not exceed ten percent (10%) of the consolidated total assets of the Guarantor and its Subsidiaries immediately prior to such sale, lease, transfer or disposal. provided, however, that the foregoing exceptions shall not be construed to permit any sales, leases, transfers or disposals of any of the Property, except as expressly permitted by the Master Lease or any of the other Operative DocumentsBorrower’s reasonable expense.

Asset Dispositions. Neither the Guarantor nor any of its Subsidiaries shall No Loan Party shall, directly or indirectly, sell, lease, transfer convey, transfer, allocate pursuant to a Plan of Division or otherwise dispose of any of its assets Property (via a Sale and Leaseback or propertyotherwise), whether now owned or hereafter acquired, except for the following: (i) Sales sales and leases by the Loan Parties of inventory and products by the Guarantor and its Subsidiaries equipment in the ordinary course of their businesses; (ii) Sales sales by the Loan Parties of surplus, damaged, worn worn-out, used, obsolete or obsolete surplus equipment or inventory in the ordinary course of their businesses for not less than fair market valueFair Market Value; (iii) Sales sales or other dispositions by any Loan Party of Investments permitted by clauses (iSection 5.02(e)(ii) and (iii) of Section 8.2(e) below for not less than fair market valueFair Market Value; provided that no Default shall have occurred and be continuing and the proceeds of such sale or other disposition are retained as working capital with such Loan Party; (iv) Sales or assignments (x) sales, (y) except in the case of defaulted receivables the Borrower under clause (A) below, allocations pursuant to a collection agency Plan of Division or (z) other dispositions of assets and property (A) by the Borrower to any Guarantor, (B) by any Guarantor to the Borrower, (C) by any Guarantor to another Guarantor, (D) by any Loan Party that is not the Borrower or Guarantor (other than a Pledged Foreign Subsidiary) to any other Loan Party, and (E) by any Pledged Foreign Subsidiary to the Borrower, any Guarantor or any other Pledged Foreign Subsidiary; (v) the Loan Parties may sell Property (including Equity Securities of any Subsidiary) if (I) the Loan Parties receive consideration at the time of the asset sale at least equal to the Fair Market Value of the assets or Equity Securities issued or sold or otherwise disposed of, and at least 75% of the consideration received in the assets or Equity Securities sold by the Loan Parties is in the form of cash or Cash Equivalents, provided that all such amounts are applied in accordance with Section 2.06(c), or (II) such asset sale is in respect of equipment in connection with Sale and Leasebacks, provided that the proceeds of any such Sale and Leaseback shall be entirely in cash and shall not be less than 100% of the Fair Market Value of the equipment being sold (determined in good faith by the Borrower); (vi) the leasing or subleasing of assets in the ordinary course of business not materially interfering with the conduct of the business of the Loan Parties taken as a whole; (vii) the sale or discount, in each case without recourse and forgiveness, of accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof; (vviii) Licenses by the Guarantor or its Subsidiaries lapse of its registered patents, copyrights, trademarks, trade names and service marks other intellectual property of any Loan Party to the extent not economically desirable in the ordinary course conduct of its their business provided that, in each case, and so long as such lapse is not materially adverse to the interests of the Lenders; (ix) the contemporaneous exchange of equipment traded for credit towards new equipment so long as such transaction is otherwise permitted by the terms of the transaction are terms which then would prevail in the market for similar transactions between unaffiliated parties dealing at arm's lengththis Agreement; (vix) Sales any involuntary loss, damage or destruction of property or any involuntary condemnation, seizure or taking, by the exercise of the power of eminent domain or otherwise, or confiscation or requisition of use of property; (xi) the unwinding of any Rate Contract so long as the termination of such Rate Contract does not result in an Event of Default; (xii) any disposition of Investments of in cash or Cash Equivalents in an arms-length transaction with a third party; (xiii) dispositions of Investments in the minority interests of the Equity Securities of another Person or in any Specified Entity (as defined in the Disclosure Letter), so long as made in an arm’s length transaction at fair market value; provided that the Net Proceeds therefrom are applied and/or reinvested as (and to the extent) required by Section 2.06(c)(iii); and (xiv) transfers permitted by Section 5.02(b), Section 5.02(d), Section 5.02(e), and Section 5.02(f); (xv) without limiting Section 5.02(p), sales or other dispositions of Margin Stock; (xvi) dispositions of assets (other than accounts, intellectual property, licenses, Equity Securities of Loan Parties) not otherwise permitted in clauses (i) through (xv) above so long as made at fair market value and property the aggregate fair market value of all assets disposed of in all such dispositions since the Closing Date would not exceed $2,500,000. To the extent the Required Lenders (or all of the Lenders, as the case may be) waive the provisions of this Section 5.02(c) with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 5.02(c) (other than to another Loan Party), such Collateral shall be sold free and clear of the Liens created by the Guarantor Security Documents, and the Administrative Agent shall take any actions in order to any of effect the Guarantor's Subsidiaries or by any of foregoing, all at the Guarantor's Subsidiaries to the Guarantor or any of its other Subsidiaries, provided that, on the date of any such sale or disposition, the Guarantor and such Subsidiary each reasonably believes that such sale or disposition is made on terms which are no less favorable to the Guarantor then would prevail in the market for similar transactions between unaffiliated parties dealing at arm's length; and (vii) Other sales, leases, transfers and disposals of assets and property for not less than fair market value, provided that the net proceeds from any such sale, lease, transfer or disposal shall not exceed ten percent (10%) of the consolidated total assets of the Guarantor and its Subsidiaries immediately prior to such sale, lease, transfer or disposal. provided, however, that the foregoing exceptions shall not be construed to permit any sales, leases, transfers or disposals of any of the Property, except as expressly permitted by the Master Lease or any of the other Operative DocumentsBorrower’s reasonable expense.

Asset Dispositions. Neither the Guarantor Borrower nor any of its Subsidiaries shall sell, lease, transfer or otherwise dispose of any of its assets or property, whether now owned or hereafter acquired, except for the following: (i) Sales of inventory and products by the Guarantor Borrower and its Subsidiaries in the ordinary course of their businesses; (ii) Sales of surplus, damaged, worn or obsolete equipment or inventory for not less than fair market value; (iii) Sales or other dispositions of Investments permitted by clauses CLAUSE (i) and (iiiOF SUBPARAGRAPH 5.02(e) of Section 8.2(e) below for not less than fair market value; (iv) Sales or assignments of defaulted receivables to a collection agency in the ordinary course of business; (v) Licenses by the Guarantor Borrower or its Subsidiaries of its patents, copyrights, trademarks, trade names and service marks in the ordinary course of its business business; (vi) Sales or other dispositions of assets and property by Borrower to any of Borrower's Subsidiaries or by any of Borrower's Subsidiaries to Borrower or any of its other Subsidiaries, provided that, in each case, that the terms of the transaction any such sales or other dispositions by or to Borrower are terms which are no less favorable to Borrower then would prevail in the market for similar transactions between unaffiliated parties dealing at arm's length; (vivii) Sales or other dispositions Sales, for cash, in the ordinary course of assets business of (A) accounts receivable of Borrower's foreign Subsidiaries and certain rights and property by the Guarantor to any of the GuarantorBorrower's foreign Subsidiaries or by any of the Guarantor's Subsidiaries related to the Guarantor collection of or any constituting proceeds of its other Subsidiariessuch accounts receivable, provided that, on the date and (B) accounts receivable of any such sale or disposition, the Guarantor Borrower and such Subsidiary each reasonably believes that such sale or disposition is made on terms which are no less favorable certain rights and property of Borrower related to the Guarantor then would prevail collection of or constituting proceeds of such accounts receivable in an aggregate amount not to exceed at any time fifteen percent (15%) of Borrower's aggregate accounts receivable, as measured at the market for similar transactions between unaffiliated parties dealing end of each fiscal quarter of Borrower, and in each case with respect to the foregoing (A) and (B), with or without recourse, at arm's lengtha discount rate not to exceed twenty percent (20%); and (viiviii) Other sales, leases, transfers and disposals of assets and property for not less (other than fair market valuesales, leases, transfers and disposals of accounts receivable and related rights and property which shall be permitted only as expressly set forth in CLAUSE (vii) above), provided that the net proceeds from aggregate value of all such assets and property (based upon the greater of the fair market or book value of such assets and property) so sold, leased, transferred or otherwise disposed of in any such sale, lease, transfer or disposal shall fiscal year on a rolling aggregate basis does not exceed ten percent (10%) of Borrower's Tangible Net Worth as measured at the consolidated total assets end of the Guarantor and its Subsidiaries immediately prior to such sale, lease, transfer or disposal. provided, however, that the foregoing exceptions shall not be construed to permit any sales, leases, transfers or disposals each fiscal quarter of any of the Property, except as expressly permitted by the Master Lease or any of the other Operative DocumentsBorrower.

Asset Dispositions. Neither the Guarantor nor any of its Subsidiaries shall sell, lease, transfer or otherwise dispose of any of its assets or property, whether now owned or hereafter acquired, except for the following: (i) Sales of inventory and products by the Guarantor and its Subsidiaries in the ordinary course of their businesses; (ii) Sales of surplus, damaged, worn or obsolete equipment or inventory for not less than fair market value; (iii) Sales or other dispositions of Investments permitted by clauses clause (i) and (iiiof Subparagraph 5(e) of Section 8.2(e) below hereof for not less than fair market value; (iv) Sales or assignments of defaulted receivables to a collection agency in the ordinary course of business; (v) Licenses by the Guarantor or its Subsidiaries of its patents, copyrights, trademarks, trade names and service marks in the ordinary course of its business business; (vi) Sales or other dispositions of assets and property by Guarantor to any of Guarantor's Subsidiaries or by any of Guarantor's Subsidiaries to Guarantor or any of its other Subsidiaries, provided that, in each case, that the terms of the transaction any such sales or other dispositions by or to Guarantor are terms which are no less favorable to Guarantor then would prevail in the market for similar transactions between unaffiliated parties dealing at arm's length; (vivii) Sales or other dispositions Sales, for cash, in the ordinary course of assets business of (A) accounts receivable of Guarantor's foreign Subsidiaries and certain rights and property by the Guarantor to any of the Guarantor's foreign Subsidiaries related to the collection of or by constituting proceeds of such accounts receivable, and (B) accounts receivable of Guarantor and certain rights and property of Guarantor related to the collection of or constituting proceeds of such accounts receivable in an aggregate amount not to exceed at any time twenty percent (20%) of the Guarantor's Subsidiaries aggregate accounts receivable, as measured at the end of each fiscal quarter of Guarantor, and in each case with respect to the Guarantor foregoing (A) and (B), with or any of its other Subsidiarieswithout recourse, provided that, on the date of any such sale or disposition, the Guarantor and such Subsidiary each reasonably believes that such sale or disposition is made on terms which are no less favorable at a discount rate not to the Guarantor then would prevail in the market for similar transactions between unaffiliated parties dealing at arm's lengthexceed twenty percent (20%); and (viiviii) Other sales, leases, transfers and disposals of assets and property for not less (other than fair market valuesales, leases, transfers and disposals of accounts receivable and related rights and property which shall be permitted only as expressly set forth in clause (vii) above), provided that the net proceeds from aggregate value of all such assets and property (based upon the greater of the fair market or book value of such assets and property) so sold, leased, transferred or otherwise disposed of in any such sale, lease, transfer or disposal shall fiscal year on a rolling aggregate basis does not exceed ten percent (10%) of Guarantor's Tangible Net Worth as measured at the consolidated total assets end of the Guarantor and its Subsidiaries immediately prior to such sale, lease, transfer or disposal. provided, however, that the foregoing exceptions shall not be construed to permit any sales, leases, transfers or disposals each fiscal quarter of any of the Property, except as expressly permitted by the Master Lease or any of the other Operative DocumentsGuarantor.

Asset Dispositions. Neither the Guarantor Lessee nor any of its Subsidiaries shall sell, lease, transfer or otherwise dispose of any of its assets or property, whether now owned or hereafter acquired, except for the following: (i) Sales of inventory and products by the Guarantor Lessee and its Subsidiaries in the ordinary course of their businesses; (ii) Sales of surplus, damaged, worn or obsolete equipment or inventory for not less than fair market value; (iii) Sales or other dispositions of Investments permitted by clauses (i) and (iii) of Section 8.2(eSubparagraph 5.02(e) below for not less than fair market value; (iv) Sales or assignments of defaulted receivables to a collection agency in the ordinary course of business; (v) Licenses by the Guarantor Lessee or its Subsidiaries of its patents, copyrights, trademarks, trade names and service marks in the ordinary course of its business provided that, in each case, the terms of the transaction are terms which then would prevail in the market for similar transactions between unaffiliated parties dealing at arm's length; (vi) Sales or other dispositions of assets and property by the Guarantor Lessee to any of the GuarantorLessee's Subsidiaries or by any of the GuarantorLessee's Subsidiaries to the Guarantor Lessee or any of its other Subsidiaries, provided that, on that the date terms of any such sale sales or disposition, the Guarantor and such Subsidiary each reasonably believes that such sale other dispositions by or disposition is made on to Lessee are terms which are no less favorable to the Guarantor Lessee then would prevail in the market for similar transactions between unaffiliated parties dealing at arm's length; and; (vii) Sales of accounts receivable of Lessee and its Subsidiaries, provided that (A) each such sale is (1) for not less than fair market value and (2) for cash, and (B) the aggregate book value of all such accounts receivable so sold in any consecutive four-quarter period does not exceed ten percent (10%) of the consolidated total accounts receivable of Lessee and its Subsidiaries on the last day immediately preceding such four-quarter period; and 40 (viii) Other sales, leases, transfers and disposals of assets and property for not less than fair market value, provided that the net proceeds from aggregate book value of all such assets and property so sold, leased, transferred or otherwise disposed of in any such sale, lease, transfer or disposal shall consecutive four-quarter period does not exceed ten five percent (105%) of the consolidated total assets of the Guarantor Lessee and its Subsidiaries on the last day immediately prior to preceding such sale, lease, transfer or disposal. provided, however, that the foregoing exceptions shall not be construed to permit any sales, leases, transfers or disposals of any of the Property, except as expressly permitted by the Master Lease or any of the other Operative Documentsfour-quarter period.

Asset Dispositions. Neither the Guarantor Borrower nor any of its Subsidiaries ------------------ shall sell, lease, transfer or otherwise dispose of any of its assets or property, whether now owned or hereafter acquired, except for the following: (i) Sales of inventory and products by the Guarantor Borrower and its Subsidiaries in the ordinary course of their businesses; (ii) Sales of surplus, damaged, worn or obsolete equipment or inventory for not less than fair market value; (iii) Sales or other dispositions of Investments permitted by clauses (i), (ii), (iii) and (iiiiv) of Section 8.2(eSubparagraph 5.02(e) below for not less than --------------------------------------------------------- fair market value; (iv) Sales or assignments of defaulted receivables to a collection agency in the ordinary course of business; (v) Licenses by Sales of lease receivables, provided that (A) no Default has occurred and is continuing at the Guarantor time of, or its Subsidiaries of its patentswill arise as a result of, copyrights, trademarks, trade names any such sale and service marks in the ordinary course of its business provided that, in (B) each case, the terms of the transaction are terms which then would prevail in the such sale is for not less than fair market for similar transactions between unaffiliated parties dealing at arm's lengthvalue; (vi) Sales or other dispositions of assets and property by the Guarantor Borrower to any of the GuarantorBorrower's Subsidiaries or by any of the GuarantorBorrower's Subsidiaries to the Guarantor Borrower or any of its other Subsidiaries; (vii) Sales, provided thatleases, on transfers or other disposition of the date property that is the subject of the "synthetic" lease transaction referred in clause ------ (xii) of -------- (a) and in any related property solely in connection with -------------------- such sale or disposition, the Guarantor and such Subsidiary each reasonably believes that such sale or disposition is made on terms which are no less favorable to the Guarantor then would prevail in the market for similar transactions between unaffiliated parties dealing at arm's length"synthetic" lease transaction; and (viiviii) Other sales, leases, transfers and disposals of assets and property for not less than fair market valueproperty, provided that the net proceeds from aggregate value of all such assets and property (based upon the greater of the fair market or book value of such assets and property) so sold, leased, transferred or otherwise disposed of in any such sale, lease, transfer or disposal shall fiscal year does not exceed ten percent (10%) of the consolidated total assets of the Guarantor and its Subsidiaries immediately prior to such sale, lease, transfer or disposal. provided, however, that the foregoing exceptions shall not be construed to permit any sales, leases, transfers or disposals of any of the Property, except as expressly permitted by the Master Lease or any of the other Operative Documents$10,000,000.

Asset Dispositions. Neither the Guarantor Borrower nor any of its their Subsidiaries shall sell, lease, transfer or otherwise dispose of any of its their assets or property, whether now owned or hereafter acquired, except for the following: (i) Sales assets or property sold, leased, transferred or otherwise disposed of inventory in the ordinary course of business for fair market value; (ii) sales of accounts receivable in securitization or financing transactions, provided that the aggregate principal amount of any accounts receivable sold in any fiscal quarter of FIL shall not exceed [thirty percent (30%)] of the aggregate principal amount of accounts receivable originated by FIL and products its Subsidiaries during such fiscal quarter; (iii) sales of duplicative or excess assets existing as a result of transactions otherwise permitted pursuant to Subparagraph 5.02(d), provided that the aggregate principal amount of any such duplicative assets sold in any fiscal year does not exceed five percent (5%) of all fixed assets of FIL and its Subsidiaries net of depreciation held by FIL and its Subsidiaries as of the Guarantor end of the immediately preceding fiscal quarter; (iv) sales or transfers of assets or property to either Borrower or any Material Subsidiary for a purchase price that is not less than fair market value; provided, however, that the foregoing exception shall not permit any sale, lease, transfer or other disposition of any Collateral or of any other Equity Securities issued by any Subsidiary of either Borrower and owned by either Borrower or any of their other Subsidiaries, except for Liens in favor of Agent securing the Obligations or pursuant to the FIL Credit Documents; (v) assets sold and leasedback by FIL or its Subsidiaries in the ordinary course of their businesses; business; and (iivi) Sales dispositions of surplus, damaged, worn or obsolete equipment or inventory Investments permitted under Subparagraph 5.02(e) for a purchase price that is not less than fair market value; (iii) Sales or other dispositions of Investments permitted by clauses (i) and (iii) of Section 8.2(e) below for not less than fair market value; (iv) Sales or assignments of defaulted receivables to a collection agency in the ordinary course of business; (v) Licenses by the Guarantor or its Subsidiaries of its patents, copyrights, trademarks, trade names and service marks in the ordinary course of its business provided that, in each case, the terms value of the transaction are terms which then would prevail in the market for similar transactions between unaffiliated parties dealing at arm's length; (vi) Sales or other dispositions of assets and property by the Guarantor to any of the Guarantor's Subsidiaries or by any of the Guarantor's Subsidiaries to the Guarantor or any of its other Subsidiaries, provided that, on the date of any such sale or disposition, the Guarantor and such Subsidiary each reasonably believes that such sale or disposition is made on terms which are no less favorable to the Guarantor then would prevail in the market for similar transactions between unaffiliated parties dealing at arm's length; and (vii) Other sales, leases, transfers and disposals of assets and property for not less than fair market value, provided that the net proceeds from any such sale, lease, transfer or disposal shall not exceed ten percent (10%) of the consolidated total assets of the Guarantor and its Subsidiaries immediately prior to such sale, lease, transfer or disposal. provided, however, that the foregoing exceptions shall not be construed to permit any sales, leases, transfers or disposals of any of the Property, except as expressly permitted by the Master Lease or any of the other Operative DocumentsInvestments being sold.

Asset Dispositions. Neither the Guarantor Borrower nor any of its Subsidiaries ------------------ shall sell, lease, transfer or otherwise dispose of any of its assets or property, whether now owned or hereafter acquired, except for the following: (i) Sales of inventory and products by the Guarantor Borrower and its Subsidiaries in the ordinary course of their businesses; (ii) Sales of surplus, damaged, worn or obsolete equipment or inventory for not less than fair market value; (iii) Sales or other dispositions of Investments permitted by clauses (i), (ii), (iii) and (iiiiv) of Section 8.2(eSubparagraph 5.02(e) below for not less --------------------------------------------------------- than fair market value; (iv) Sales or assignments of defaulted receivables to a collection agency in the ordinary course of business; (v) Licenses by Sales of lease receivables, provided that (A) no Default has occurred and is continuing at the Guarantor time of, or its Subsidiaries of its patentswill arise as a result of, copyrights, trademarks, trade names any such sale and service marks in the ordinary course of its business provided that, in (B) each case, the terms of the transaction are terms which then would prevail in the such sale is for not less than fair market for similar transactions between unaffiliated parties dealing at arm's lengthvalue; (vi) Sales or other dispositions of assets and property by the Guarantor Borrower to any of the GuarantorBorrower's Subsidiaries or by any of the GuarantorBorrower's Subsidiaries to the Guarantor Borrower or any of its other Subsidiaries; (vii) Sales, provided thatleases, on transfers or other disposition of the date property that is the subject of the "synthetic" lease transaction referred in clause (xii) of Subparagraph 5.02(a) and in any related ------------------------------------ property solely in connection with such sale or disposition, the Guarantor and such Subsidiary each reasonably believes that such sale or disposition is made on terms which are no less favorable to the Guarantor then would prevail in the market for similar transactions between unaffiliated parties dealing at arm's length"synthetic" lease transaction; and (viiviii) Other sales, leases, transfers and disposals of assets and property for not less than fair market valueproperty, provided that the net proceeds from aggregate value of all such assets and property (based upon the greater of the fair market or book value of such assets and property) so sold, leased, transferred or otherwise disposed of in any such sale, lease, transfer or disposal shall fiscal year does not exceed ten percent (10%) of the consolidated total assets of the Guarantor and its Subsidiaries immediately prior to such sale, lease, transfer or disposal. provided, however, that the foregoing exceptions shall not be construed to permit any sales, leases, transfers or disposals of any of the Property, except as expressly permitted by the Master Lease or any of the other Operative Documents$10,000,000.

Asset Dispositions. Neither the Guarantor nor any of its Subsidiaries shall No Loan Party shall, directly or indirectly, sell, lease, convey, transfer or otherwise dispose of any of its assets Property (via a Sale and Leaseback or propertyotherwise), whether now owned or hereafter acquired, except for the following: (i) Sales sales and leases by the Loan Parties of inventory and products by the Guarantor and its Subsidiaries equipment in the ordinary course of their businesses; (ii) Sales sales by the Loan Parties of surplus, damaged, worn worn-out, used, obsolete or obsolete surplus equipment or inventory in the ordinary course of their businesses for not less than fair market valueFair Market Value; (iii) Sales sales or other dispositions by any Loan Party of Investments permitted by clauses (iSection 5.02(e)(ii) and (iii) of Section 8.2(e) below for not less than fair market valueFair Market Value; provided that no Default shall have occurred and be continuing and the proceeds of such sale or other disposition are retained as working capital with such Loan Party; (iv) Sales or assignments of defaulted receivables to a collection agency in the ordinary course of business; (v) Licenses by the Guarantor or its Subsidiaries of its patents, copyrights, trademarks, trade names and service marks in the ordinary course of its business provided that, in each case, the terms of the transaction are terms which then would prevail in the market for similar transactions between unaffiliated parties dealing at arm's length; (vi) Sales sales or other dispositions of assets and property (A) by the Borrower to any Guarantor, (B) by any Guarantor to any of the Guarantor's Subsidiaries or Borrower, (C) by any of Guarantor to another Guarantor, (D) by any Loan Party that is not the Guarantor's Subsidiaries Borrower or Guarantor (other than a Pledged Foreign Subsidiary) to any other Loan Party, and (E) by any Pledged Foreign Subsidiary to the Borrower, any Guarantor or any other Pledged Foreign Subsidiary; (v) the Loan Parties may sell Property (including Equity Securities of its other Subsidiariesany Subsidiary) if (I) the Loan Parties receive consideration at the time of the asset sale at least equal to the Fair Market Value of the assets or Equity Securities issued or sold or otherwise disposed of, and at least 75% of the consideration received in the assets or Equity Securities sold by the Loan Parties is in the form of cash or Cash Equivalents, provided thatthat all such amounts are applied in accordance with Section 2.06(c), on or (II) such asset sale is in respect of equipment in connection with Sale and Leasebacks, provided that the date proceeds of any such Sale and Leaseback shall be entirely in cash and shall not be less than 100% of the Fair Market Value of the equipment being sold (determined in good faith by the Borrower); (vi) the leasing or subleasing of assets in the ordinary course of business not materially interfering with the conduct of the business of the Loan Parties taken as a whole; (vii) the sale or dispositiondiscount, in each case without recourse and forgiveness, of accounts receivable arising in the Guarantor ordinary course of business, but only in connection with the compromise or collection thereof; (viii) the lapse of registered patents, trademarks, and such Subsidiary each reasonably believes that such sale or disposition is made on terms which are no less favorable other intellectual property of any Loan Party to the Guarantor then would prevail extent not economically desirable in the conduct of their business and so long as such lapse is not materially adverse to the interests of the Lenders; (ix) the contemporaneous exchange of equipment traded for credit towards new equipment so long as such transaction is otherwise permitted by the terms of this Agreement; (x) any involuntary loss, damage or destruction of property or any involuntary condemnation, seizure or taking, by the exercise of the power of eminent domain or otherwise, or confiscation or requisition of use of property; (xi) the unwinding of any Rate Contract so long as the termination of such Rate Contract does not result in an Event of Default; (xii) any disposition of Investments of in cash or Cash Equivalents in an arms-length transaction with a third party; (xiii) dispositions of Investments in the minority interests of the Equity Securities of another Person or in any Specified Entity (as defined in the Disclosure Letter), so long as made in an arm’s length transaction at fair market for similar transactions between unaffiliated parties dealing at arm's lengthvalue; provided that the Net Proceeds therefrom are applied and/or reinvested as (and to the extent) required by Section 2.06(c)(iii); and (viixiv) Other salestransfers permitted by Section 5.02(b), leasesSection 5.02(d), transfers Section 5.02(e), and disposals Section 5.02(f); (xv) without limiting Section 5.02(p), sales or other dispositions of Margin Stock; (xvi) dispositions of assets and property for (other than accounts, intellectual property, licenses, Equity Securities of Loan Parties) not less than otherwise permitted in clauses (i) through (xv) above so long as made at fair market value, provided that value and the net proceeds from any aggregate fair market value of all assets disposed of in all such sale, lease, transfer or disposal shall dispositions since the July 2017 Amendment Effective Date would not exceed ten percent $2,500,000. To the extent the Required Lenders (10%) or all of the consolidated total assets Lenders, as the case may be) waive the provisions of this Section 5.02(c) with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 5.02(c) (other than to another Loan Party), such Collateral shall be sold free and clear of the Guarantor and its Subsidiaries immediately prior to such sale, lease, transfer or disposal. provided, however, that the foregoing exceptions shall not be construed to permit any sales, leases, transfers or disposals of any of the Property, except as expressly permitted Liens created by the Master Lease or Security Documents, and the Administrative Agent shall take any of actions in order to effect the other Operative Documentsforegoing, all at the Borrower’s reasonable expense.

Asset Dispositions. Neither the Guarantor The Lessee shall not, nor shall it permit any of its Subsidiaries shall sellSubsidiary to, lease, transfer or otherwise dispose of Transfer any of its assets or property, whether now owned or hereafter acquired; provided, except for however, that as long as no Default of which the followingLessee has knowledge or could have obtained knowledge through the exercise of reasonable diligence in the ordinary course of business or resulting from any affirmative act of the Lessee or Event of Default shall have occurred before or immediately after giving effect thereto: (i) Sales any wholly-owned Subsidiary may Transfer any or all of inventory and products by its assets (upon voluntary liquidation or otherwise) to the Guarantor and its Subsidiaries in Lessee or any other wholly-owned Subsidiary of the ordinary course of their businessesLessee; (ii) Sales of the Lessee and its Subsidiaries may Transfer any surplus, damaged, worn or obsolete equipment (other than the Equipment, unless the Lessee has purchased the same or substituted equipment therefor as permitted by the Lease) or inventory for not less than fair market value; (iii) Sales or other dispositions of Investments permitted by clauses (i) the Lessee and (iii) of Section 8.2(e) below for not less than fair market value; (iv) Sales or assignments of its Subsidiaries may Transfer any defaulted receivables to a collection agency in the ordinary course of business; (iv) the Lessee may Transfer Lot 00 xxx xxx Xxxxxx Xxxxxx; (v) Licenses the Lessee may Transfer receivables to PeopleSoft Credit Corp. in connection with the financing by the Guarantor or its Subsidiaries Lessee of its patents, copyrights, trademarks, trade names and service marks in the ordinary course any initial sale of its business provided that, in each case, the terms of the transaction are terms which then would prevail in the market for similar transactions between unaffiliated parties dealing at arm's lengtha particular software license to a third party; (vi) Sales the Lessee and its Subsidiaries may Transfer any other assets or property (other dispositions than the Property or the property (as defined in the Initial Participation Agreement)), provided that the aggregate value of such assets and property by (based on the Guarantor to any greater of the Guarantor's Subsidiaries fair market value or by book value of such assets or properties) so Transferred in any fiscal year on a rolling aggregate basis does not exceed fifteen percent (15%) of the GuarantorLessee's Subsidiaries to Consolidated Tangible Net Worth as measured at the Guarantor or any end of its other Subsidiaries, provided that, on each fiscal quarter of the date of any such sale or disposition, the Guarantor and such Subsidiary each reasonably believes that such sale or disposition is made on terms which are no less favorable to the Guarantor then would prevail in the market for similar transactions between unaffiliated parties dealing at arm's lengthLessee; and (vii) Other sales, leases, transfers and disposals of assets and property for not less than fair market value, provided that the net proceeds from any such sale, lease, transfer or disposal shall not exceed ten percent (10%) of Lessee may make the consolidated total assets of the Guarantor and its Subsidiaries immediately prior to such sale, lease, transfer or disposal. provided, however, that the foregoing exceptions shall not be construed to permit any sales, leases, transfers or disposals of any of the Property, except as expressly permitted by the Master Lease or any of the other Operative DocumentsMomentum Distribution.