Common use of Disposition of Assets Clause in Contracts

Disposition of Assets. No Loan Party shall, and no Loan Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all in the Ordinary Course of Business; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable); provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandum.

Disposition of Assets. No Loan Party shallThe Borrower shall not, and no Loan Party shall suffer or not permit any Significant Subsidiary (without the consent of its Subsidiaries the Required Lenders, not to be unreasonably withheld) to, directly or indirectly, sell, assign, lease, conveytransfer, transfer assign or otherwise dispose of any assets or any interest therein (whether in one now owned or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreementhereafter acquired), except: except (a) dispositions of inventoryobsolete or retired property not used or useful in its business, or used, worn-out or surplus equipment or defaulted receivables for collection, all in the Ordinary Course of Business; (b) grants of Liens by the Borrower permitted under Section 6.01 and grants of Liens by Significant Subsidiaries, (c) disposition by the Borrower of its interest in the Washington Public Power Supply System Nuclear Project No. 3 in accordance with the settlement agreement among the Borrower, the Washington Public Power Supply System and Bonneville Power Administration, as the same may be amended, modified or supplemented from time to time, (d) disposition by the Borrower of all or any portion of its transmission assets in one or more RTO Transactions, (e) disposition by the Borrower of its interests in the Colstrip Project and related assets, (f) disposition of receivables and related properties or interests therein, (g) other dispositions of assets (not otherwise permitted hereunder which are by clauses (a)-(f) of this Section) made for fair market value in the ordinary course of business not exceeding in any fiscal year 5% of the assets of the Borrower and its Subsidiaries as of the end of the prior fiscal year, computed and consolidated in accordance with GAAP consistently applied, and (excluding Accountsh) other dispositions of assets (not otherwise permitted by clauses (a)-(f) of this Section) not exceeding in any fiscal year 10% of the assets of the Borrower and its Subsidiaries as of the end of the prior fiscal year, Inventory computed and notes receivable)consolidated in accordance with GAAP consistently applied; provided, however, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid notwithstanding anything in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of this Section 2.05(b)(ii), 6.04 to the extent applicablecontrary, are complied with in connection therewiththis Section 6.04 shall not be deemed to prohibit any disposition by a Significant Subsidiary if, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to the consummation of such dispositiontransaction, the Loan Parties are in compliance on such Significant Subsidiary shall have or be deemed to have a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions ratio of Cash Equivalents; (d) licenses, sublicenses, leases total long-term Indebtedness to total stockholders’ equity equal to or subleases granted less than 1.857 to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandum1.0.

Disposition of Assets. No Loan Party shall, and no Loan Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer Group Member will sell or otherwise dispose of any assets (whether in one or a series of transactions) any Property (including including, without limitation, the Stock capital stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this AgreementSubsidiary), exceptexcept for: (a) dispositions sales of inventory, or used, worn-out or surplus fixtures and equipment or defaulted receivables for collection, all in the Ordinary Course ordinary course of Businessbusiness; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accountsof surplus, Inventory and notes receivable); providedobsolete, that (i) at negligible or uneconomical assets including plants currently shut down or shut down in the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been deliveredfuture; (c) dispositions intercompany sales or other intercompany transfers of Cash Equivalentsassets among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties; (d) each of Holdco and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable in connection with the compromise or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries; (e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g); (f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course ordinary course of Business business to other Persons not materially interfering with the conduct of the business of the Loan Parties Holdco or any of their its Subsidiaries; (e) dispositions constituting an Investment , in each case so long as no such grant would adversely affect any Collateral or Restricted Payment permitted under this Agreement; (f) dispositions in connection the Agent’s rights or remedies with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewithrespect thereto; (g) sales, transfers and dispositions of (i) Investments (excluding Investments in the assets Equity Interests of any Non-Material Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration; (h) sale-leasebacks dispositions resulting from any casualty or other insured damage to, or any taking under power of real estateeminent domain or by condemnation or similar proceeding of, machinery and equipment with a value not to exceed $10,000,000 in the aggregateany property or asset of any Group Member or its Subsidiaries; (i) termination sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest of a lease that is not reasonably likely to result Holdco in a Material Adverse Effect Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and does not result from a default only if permitted by a Loan Party; and clause other than this clause (j) any disposition described in the Structure Memorandum.i);

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose indirectly Dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) dispositions Dispositions of inventoryInventory, goods or used, services or of worn-out obsolete, damaged or surplus equipment or defaulted receivables for collectionfixtures, all in the Ordinary Course ordinary course of Businessbusiness; (b) dispositions Dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)the mandatory prepayment in the amount of the Net Proceeds of such disposition is made if and to the extent required by Section 2.8; provided, that (i) at the time of any dispositionDisposition, no Event of Default shall exist or shall result from such dispositionDisposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for the aggregate fair market valuevalue of all assets (as reasonably determined by the Borrower in good faith) so sold by the Credit Parties and their Subsidiaries, (iv) the requirements of Section 2.05(b)(ii)together, to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions shall not exceed in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, 20,000,000 and (viv) after giving effect to such dispositionDisposition, the Loan Credit Parties are in compliance on a pro forma basis with the covenant covenants set forth in Section 7.19Article VII, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered (or are required to have been delivered) under Section 5.1; (c) dispositions (i) Dispositions of Cash Equivalents in the ordinary course of business made to a Person that is not an Affiliate of any Credit Party and (ii) conversions of Cash Equivalents into cash or other Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiariestransactions permitted under Section 6.1(l); (e) dispositions constituting an Investment or Restricted Payment Investments permitted under this AgreementSection 6.4, to the extent such Investment constitutes a Disposition; (f) dispositions the sale or issuance of (i) the Stock in connection with an Event the Borrower or a Subsidiary to any Credit Party or (ii) the Stock of Loss; provided a Foreign Subsidiary that the requirements of Section 2.05(b) and Section 2.03(b) of the Term is not a Credit Agreement are complied with in connection therewithParty to another Foreign Subsidiary that is not a Credit Party; (g) dispositions the transfer of the assets of Property (i) by a Credit Party to a Credit Party or (ii) by a Subsidiary that is not a Credit Party to (A) a Credit Party for no more than fair market value or (B) any Non-Material other Subsidiary; (h) sale-leasebacks any Foreign Subsidiary may issue Stock to qualified directors where required by or to satisfy any applicable Requirement of real estateLaw, machinery and equipment including any Requirement of Law with a value not respect to exceed $10,000,000 ownership of Stock in the aggregateForeign Subsidiaries; (i) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (j) transactions permitted by Section 6.3; (k) Dispositions of past due accounts receivable in the ordinary course of business (including any discount and/or forgiveness thereof) or, in the case of accounts receivable in default, in connection with the collection or compromise thereof and in any event, not involving any securitization thereof; (i) any termination or abandonment of any lease in the ordinary course of business, (ii) any expiration of any option agreement in respect of real or personal property (iii) the licensing or sublicensing, on a lease non-exclusive basis, of Intellectual Property in the ordinary course of business, (iv) the lapse or abandonment of Intellectual Property that in the good faith judgment of the Borrower is not reasonably likely immaterial and no longer economically practical or commercially desirable to result maintain or useful in a Material Adverse Effect the conduct of its business and does not result from a default by a Loan Party(v) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or litigation claims (including in tort) in the ordinary course of business; and (jm) Dispositions of property subject to foreclosure, casualty, eminent domain or condemnation proceedings (including in lieu thereof or any disposition described similar proceeding). Any reference in this Section 6.2 or in Section 6.3 to a combination, merger, consolidation, Disposition, dissolution, liquidation or transfer shall be deemed to apply to a Division (or the Structure Memorandumunwinding of such a Division) as if it were a combination, merger, consolidation, Disposition, dissolution, transfer or similar term, as applicable, to or with a separate Person.

Disposition of Assets. No Loan Party shallThe Borrower shall not, and no Loan Party shall suffer or not permit any of its Restricted Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) make any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), Asset Sale except: (ai) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all Asset Sales in the Ordinary Course ordinary course of Businessbusiness of assets held for resale in the ordinary course of business or the trade in or replacement of assets in the ordinary course of business; (bii) dispositions not otherwise permitted hereunder the concurrent exchange of a television broadcast station or of long-term Station operating assets or cash (including the Capital Stock of a Person which are made owns long-term Station operating assets), for which the Borrower or any Restricted Subsidiary receives cash, Cash Equivalents or Station operating assets at least equal to the fair market value (excluding Accounts, Inventory and notes receivable)of the assets so exchanged as determined by the Borrower in good faith; provided, provided that (iv) at the time of any disposition, no Default or Event of Default shall exist then exists or shall would result from such dispositiontherefrom, (iiw) the aggregate amount of all cash and Cash Equivalents received by the Borrower or any Restricted Subsidiary in connection with such asset exchanges shall not less than 75% exceed thirty-five percent (35%) of the aggregate sales price from consideration for such disposition shall be paid in cashasset exchange, (iii) such dispositions are made for fair market value, (ivx) the requirements aggregate amount of Section 2.05(b)(ii), to all cash and Cash Equivalents paid by the extent applicable, are complied with Borrower or any of its Restricted Subsidiaries in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause with such asset exchange shall not exceed thirty-five percent (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b35%) of the Term Credit Agreement oraggregate amount paid or transferred by the Borrower or any of its Restricted Subsidiaries in connection with such asset exchange, if applicable, Second Lien Credit Agreement(y) any cash or Cash Equivalents that are received by the Borrower or any Subsidiary in connection with any asset exchange pursuant to this Section 7.4(a)(ii) shall be applied pursuant to Section 2.6(b)(iii), and (vz) after giving effect at least five (5) Business Days prior to the completion of such dispositionexchange, the Loan Parties are Borrower shall provide to the Administrative Agent (in compliance on a pro forma basis with each case in form and substance reasonably satisfactory to the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandum.Administrative Agent):

Disposition of Assets. No Loan Party shall, and no Loan Party Neither Borrower nor any Subsidiary shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer sell or otherwise dispose Dispose of any asset or other property (including, without limitation, by way of any Sale of a Loan Party) except that such sale or other Disposition shall be permitted in the case of (whether in one 1) a Permitted Disposition or a series of transactions(2) any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public other sale or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all in the Ordinary Course of Business; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable); provided, that Disposition so long as: (i) at the time of any disposition, no Default or Event of Default shall exist have occurred and be continuing or shall would result from such dispositiontherefrom, (ii) not less than at least 75% of the aggregate sales price from consideration for such disposition sale or Disposition shall be paid in cashconsist of cash or Cash Equivalents, (iii) such dispositions sale or other Disposition shall be for Fair Market Value and shall be on terms that are made for fair market value, not materially less favorable to Borrower or the relevant Subsidiary (taking into account all effects Borrower or such Subsidiary expects to result from such transaction whether tangible or intangible) than those that would have been obtained in an arm’s length transaction and (iv) the requirements of Section 2.05(b)(ii), to the extent applicablethat the Borrower receives any Net Proceeds from such sale or other Disposition, are complied with in connection therewith, provided that, all such Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid applied as provided under ‎Section 2.09; provided that nothing contained in accordance with Section 2.03(bthis ‎Section 6.03 is intended to excuse performance by the Borrower or any Guarantor of any requirement of any Collateral Document that would be applicable to a Disposition permitted hereunder. A Disposition of Collateral referred to in clause ‎(d) or ‎(h) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreementdefinition of “Permitted Disposition” shall not result in the automatic release of such Collateral from the security interest of the applicable Collateral Document, and (v) after giving effect the Collateral subject to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed Disposition shall continue to constitute Collateral for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business all purposes of the Loan Parties Documents. Notwithstanding anything in this Section 6.03 or any of their Subsidiaries; the definitions or covenants contained in this Agreement to the contrary, no Loan Party shall sell, transfer or otherwise Dispose of (e) dispositions constituting other than non-exclusive licenses that are Permitted Dispositions), or grant an Investment exclusive license or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that sublicense of, any Material Intellectual Property to any Person other than another Loan Party, other than the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets granting of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in Lien securing the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure MemorandumEETC Obligations.

Disposition of Assets. No Loan Party shall, and no Loan Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer Sell or otherwise dispose of (whether in one or a series of transactions) any Property assets (including the Stock sale or issuance of any Subsidiary capital stock of any Loan PartySubsidiary), whether in a public now owned or a private offering or otherwisehereafter acquired, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all in the Ordinary Course of Business; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable); provided, that (i) at the time sale or other disposition of any disposition, no Event obsolete or worn out property in the ordinary course of Default shall exist or shall result from such disposition, business; (ii) not less than 75% the sale of inventory in the aggregate sales price from such disposition shall be paid in cash, ordinary course of business or pursuant to Permitted Non-Filed Domestic Entity Transfers; (iii) such sales or other dispositions are made for fair market value, permitted by clauses (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) of Section 6.02; (iv) sale or disposition of assets constituting all or a portion of the Automotive Holdings Group (but not including any related foreign assets except for de minimis foreign assets); (v) the sale, issuance or contribution of any Subsidiary’s capital stock to the Borrower or to any Wholly-Owned Guarantor or, in the case of a sale, issuance or contribution of capital stock of a Foreign Subsidiary that is not a first-tier Foreign Subsidiary, to any Wholly-Owned Subsidiary of the Borrower; (vi) sales or other dispositions consisting of the transfer of rights in Intellectual Property to third parties and/or routine patent portfolio deletions, in each case in the ordinary course of business consistent with past practice; (vii) sales or other dispositions of accounts receivables and other related assets in connection with any Foreign Receivables Financing, so long as such Foreign Receivables Financing is otherwise permitted under this Agreement (including pursuant to Section 6.01 and Section 6.03); (viii) intercompany sales or contributions among the Borrower and the Guarantors; (ix) dispositions described on Schedule 6.10; and (x) any other sale or disposition of property not otherwise expressly permitted by this Section 6.10 (A) having a fair market value of less than $500,000 or (B) having a fair market value of $500,000 or more, in which case such dispositions shall not exceed $100,000,000 in the aggregate for any fiscal year of the Borrower; provided that compliance with the restrictions set forth in this Section 6.10 shall not be required if, after giving effect to such dispositionany transaction or activity otherwise subject to this Section 6.10, the Loan Parties are Facility Availability Amount would be equal to or greater than $500,000,000, except that in compliance on a pro forma basis with no event may the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties Borrower or any Guarantor sell or otherwise transfer any assets, whether now owned or hereafter acquired, to a Non-Filed Domestic Entity (other than pursuant to a Permitted Non-Filed Domestic Entity Transfer) if, after giving effect thereto, the aggregate fair market value of their Subsidiaries; (e) dispositions constituting an Investment all assets sold or Restricted Payment permitted under transferred by the Borrower and the Guarantors to Non-Filed Domestic Entities would exceed $15,000,000 during the term of this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandum.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions of inventory, or used, obsolete, worn-out or surplus equipment or defaulted receivables for collectionany equipment no longer useful in the conduct of the business of the Credit Parties and their Subsidiaries taken as a whole, all in the Ordinary Course of BusinessBusiness and the abandonment or other disposition of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of the Credit Parties and their Subsidiaries taken as a whole; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)the mandatory prepayment in the amount of the Net Proceeds of such disposition is made if and to the extent required by Section 1.8; provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 7580% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for the aggregate fair market valuevalue of all assets so sold by the Credit Parties and their Subsidiaries, together, shall not exceed in any fiscal year $5,000,000 and (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Credit Parties are in compliance on a pro forma basis with the covenant covenants set forth in Section 7.19Article VI, recomputed for the most recent Fiscal Quarter quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering in any material respect with the business of the Loan Credit Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreementmergers and consolidations in compliance with Section 5.3; (f) dispositions Investments in connection compliance with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith5.4; (g) dispositions any Subsidiary of the assets a Credit Party may dispose of any Non-Material Subsidiaryor all of its assets to Borrower or any Credit Party; (h) sale-leasebacks any Subsidiary of real estate, machinery and equipment with a value Credit Party (that is not a Credit Party) may dispose of any or all of its assets to exceed $10,000,000 in the aggregateanother Subsidiary of a Credit Party (that is not a Credit Party); (i) termination the disposition of Property as a lease that is result of an Event of Loss; (j) dispositions of accounts receivable in connection with the collection or compromise thereof in the Ordinary Course of Business in an amount not reasonably likely to result exceed $500,000 in a Material Adverse Effect and does not result from a default by a Loan Partythe aggregate during the term of this Agreement; and (jk) any disposition described dispositions of tangible property, in an amount not to exceed $1,000,000 in the Structure Memorandumaggregate during the term of this Agreement, to the extent that such property is exchanged for credit against the purchase price of similar replacement property of reasonably equivalent value and Agent has a valid lien and security interest in such replacement property. To the extent the Required Lenders waive the provisions of this Section 5.2 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 5.2, such Collateral (unless sold to a Credit Party) shall be sold free and clear of the Liens created by the Collateral Documents, and the Agent shall take all actions they deem appropriate in order to effect the foregoing.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) dispositions of inventory, or used, worn-out uneconomical, obsolete, or surplus equipment or defaulted receivables for collectionequipment, all in the Ordinary Course of Business; provided the mandatory prepayment, if any, required pursuant to subsection 1.8(c) is made; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)the mandatory prepayment in the amount of the Net Proceeds of such disposition is made if and to the extent required by Section 1.8; provided, that (i) at the time of any disposition, no Specified Event of Default shall exist be continuing or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, and (iii) such dispositions are made for the aggregate fair market valuevalue of all assets so sold by the Credit Parties and their Subsidiaries, (iv) the requirements of Section 2.05(b)(ii)together, to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions shall not exceed in any Fiscal Year under this clause (b) in an aggregate amount in excess the US Dollar Equivalent of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered3,000,000; (c) dispositions of Cash Equivalents; (d) transactions permitted under subsection 5.1(k); (e) sales or discounting, on a non-recourse basis and in the Ordinary Course of Business, past due Accounts in connection with the collection or compromise thereof, provided the mandatory prepayment, if any, required pursuant to subsection 1.8(c) is made; (f) transactions permitted by Section 5.3, issuances of Stock and Stock Equivalents by Holdings pursuant to transactions permitted by Section 5.6(d) and Investments permitted by Section 5.4; (g) sales, transfers, leases and other dispositions by (i) any US Credit Party to any other US Credit Party (other than Holdings), (ii) any US Credit Party to a Canadian Credit Party (other than a US Credit Party) of property and assets (other than the Stock and Stock Equivalents of any US Credit Party or any Domestic Subsidiary thereof) with a fair market value not to exceed the US Dollar Equivalent of $2,000,000 during the term of this Agreement, (iii) any Canadian Credit Party to a US Credit Party of property and assets with a fair market value not to exceed the US Dollar Equivalent of $2,000,000 during the term of this Agreement, and (iv) by a Canadian Credit Party (other than a US Credit Party) to any other Canadian Credit Party (other than a US Credit Party), provided, in no event, shall any Borrower transfer all or substantially all of its assets to any other Person; (h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Credit Party provided the proceeds thereof are applied in accordance with subsection 1.8(c); (i) the abandonment or other disposition of Intellectual Property that is, in the reasonable good faith judgment of a Credit Party, no longer economically practicable or commercially desirable to maintain or useful in the conduct of the business of such Credit Party; (j) Liens permitted under Section 5.1 (to the extent constituting a transfer of Property); (k) terminations of leases, subleases, licenses, sublicenses, leases sublicenses or subleases granted to third parties similar use and occupancy agreements by the applicable Credit Party or Subsidiary of a Credit Party in the Ordinary Course of Business that do not interfering interfere in any material respect with the business of the Loan Credit Parties or any of their Subsidiaries; (el) dispositions constituting an Investment trade-ins and exchanges of equipment with third parties conducted in the Ordinary Course of Business to the extent substantially comparable (or Restricted Payment permitted under this Agreementbetter) equipment useful in the operation of the business of any Credit Party is obtained in exchange therefor; provided the mandatory prepayment if any, required pursuant to subsection 1.8(c) is made; (fm) dispositions of non-core assets (“non-core assets” to be determined by Holdings in the exercise of its reasonable good faith business judgment and to consist only of those assets designated as “non-core assets” pursuant to written notification by Holdings delivered to US Agent prior to the time the Permitted Acquisition pursuant to which such assets are acquired is consummated) acquired in connection with any Permitted Acquisition, provided that all of the following conditions are satisfied (unless otherwise agreed to by US Agent in writing): (i) in the event an Event of Loss; provided that Default shall have occurred and be continuing at the requirements time of Section 2.05(bsuch disposition or, to the extent the purchase price therefor was paid with proceeds of Loans, the sales price from such disposition shall be paid in cash, (ii) and Section 2.03(b) the mandatory prepayment in the amount of the Term Credit Agreement are complied with Net Proceeds of such disposition is made if and to the extent required by Section 1.8 and (iii) the EBITDA generated by such non-core assets shall not have been included in connection therewiththe calculation of EBITDA (as defined in Exhibit 4.2(b)) in respect of the applicable Permitted Acquisition; (gn) dispositions sales, assignments or other transfers by US Borrower or any Subsidiary of US Borrower of the assets Stock and Stock Equivalents of Foreign Subsidiaries to Canadian Borrower or any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan PartySubsidiary thereof; and (jo) any disposition described transfers of Stock and Stock Equivalents pursuant to and in connection with the Structure MemorandumGlobal Reorganization.

Disposition of Assets. No Loan Party shall, and no Loan Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock Dispose of any Subsidiary of Capital Stock owned or held by it or any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)other Assets, except: (a) dispositions i. Dispositions of inventoryHydrocarbons and other inventory in the ordinary course of business; ii. Dispositions of obsolete, damaged, worn out, or used, worn-out or surplus equipment or defaulted receivables for collection, all replaced property and dispositions in the Ordinary Course ordinary course of Businessbusiness of property no longer used or useful in the conduct of the business of LEI; iii. Disposition to third parties of Oil and Gas Properties, provided that: (bA) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable); provided, that (i) no Event of Default exists at the time of any dispositionthe Disposition or results from the Disposition; (B) the Total Proved PV10% shall be reduced, no Event of Default shall exist or shall result from such dispositioneffective immediately upon the Disposition, (ii) not less than 75% by Xxxxxx in her sole discretion by an amount equal to the aggregate value of the aggregate sales price Oil and Gas Properties (as determined by Xxxxxx to be the approximate value, if any, assigned to the Oil and Gas Properties under the most recent Total Proved PV10% determination); (C) the consideration received from such disposition shall be paid in cash, (iii) such dispositions are made for the Disposition is equal to or greater than the fair market valuevalue of the Oil and Gas Properties (as reasonably determined by LEI’s management or Board of Directors and, if requested by Xxxxxx, XXX shall deliver a certificate of an Authorized Officer of LEI certifying to that effect); and (ivD) the requirements of Section 2.05(b)(ii), to the extent applicablea Collateral Value Deficiency results from any reduction pursuant to Section 8(i)(iii)(B), are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause up to one-hundred percent (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b100%) of the Term Credit Agreement orgross proceeds of the Disposition is immediately paid to Xxxxxx by wire transfer of immediately available funds and applied first to any unpaid Obligations, if applicable, Second Lien Credit Agreementthen to accrued interest, and (v) after giving effect then to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered;principal; and (c) dispositions iv. farmouts of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions undeveloped acreage and assignments in connection with an Event of Loss; provided that any farmouts. In the requirements of Section 2.05(b) and Section 2.03(b) event of the Term Credit Agreement are complied with Disposition of any Assets as permitted by this Section 8(i) or otherwise permitted under the Loan Documents, Xxxxxx shall execute and deliver to LEI, at LEI’s sole cost and expense, any and all releases of Liens, termination statements, assignments, or other documents reasonably requested by LEI in connection therewith; (g) dispositions of with the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure MemorandumDisposition.

Disposition of Assets. No Loan Party shallThe Company shall not, and no Loan Party shall not suffer or permit any of its Subsidiaries Subsidiary to, directly or indirectly, (x) except for Joint Ventures, issue any equity interests of any Subsidiary to any Person which is not the Company or a Subsidiary or (y) sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (property, including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) recourse (each, an “Asset Disposition”), or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collectionequipment, all in the Ordinary Course ordinary course of Businessbusiness; (b) the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment; (c) dispositions made by the Company or any Subsidiary to any Wholly-Owned Subsidiary which is a Guarantor, or dispositions made by any Subsidiary to the Company; and (d) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)value; provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than with respect to any disposition (or series of related dispositions) for which total consideration exceeds $5,000,000, at least 75% of the aggregate sales price from such disposition disposition(s) shall be paid in cash, and (iii) such dispositions are made for fair market valuethe aggregate value of all assets so sold by the Company and its Subsidiaries after the Restatement Date, together, shall not (ivx) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) represent more than 10% of the Term Credit Agreement ortotal assets of the Company and its Subsidiaries, if applicableas would be shown in the consolidated financial statements of the Company and its Subsidiaries as at the end of the fiscal quarter next preceding the date on which such determination is made, Second Lien Credit Agreement, or (y) be responsible for more than 10% of the consolidated net income of the Company and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed its Subsidiaries for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business 12-month period ending as of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) end of the Term Credit Agreement are complied with in connection therewith; (g) dispositions fiscal quarter next preceding the date of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandumdetermination.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose (collectively, “dispositions”) of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions of inventoryInventory to retail, wholesale and commercial customers, or used, worn-out or surplus equipment or defaulted receivables for collectionProperty, all in the Ordinary Course of Business, excluding, in each case, dispositions in connection with Store closures; (b) (i) dispositions of Cash Equivalents in the Ordinary Course of Business made to a Person that is not an Affiliate of any Credit Party and (ii) conversions of Cash Equivalents into cash or other Cash Equivalents; (c) transactions permitted under Section 5.1(m); (d) as long as (i) no Event of Default hereof then exists or would arise therefrom, (ii) no Overadvance would result therefrom, (iii) not less than eighty-five percent (85%) of the aggregate sales price from such disposition shall be paid in cash, and (iv) the assets subject to any such sale are sold at arm’s length for an amount not less than the fair market value thereof, bulk sales or other dispositions of the Credit Parties’ Inventory and other assets not in the Ordinary Course of Business in connection with Store closings; provided that (i) such Store closures and related Inventory and other asset dispositions shall not exceed, in any Fiscal Year of the Borrower and its Subsidiaries, the lesser of (x) two hundred (200) stores or (y) five percent (5%) of the number of the Credit Parties’ Stores as of the beginning of such Fiscal Year (in each case, net of (1) Store openings during such Fiscal Year and (2) Store relocations (A) occurring substantially contemporaneously, but in no event later than sixty (60) Business Days after the related Store closure date, or (B) wherein a binding lease has been entered into prior to the related Store closure date) as set forth in the Compliance Certificate delivered pursuant to Section 4.2(b), and (ii) as of any date after the Closing Date, the aggregate number of such Store closures since the Closing Date shall not exceed six hundred (600) Stores (net of (1) Store openings from and after the Closing Date) and (2) Store relocations (A) occurring substantially contemporaneously, but in no event later than sixty (60) Business Days after the related Store closure date or (B) wherein a binding lease has been entered into prior to the related Store closure date) as set forth in the Compliance Certificate delivered pursuant to Section 4.2(b); provided further, that (I) all sales of Inventory and other assets in connection with Store closings in a transaction or series of related transactions shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Agent, (II) the net cash proceeds received in connection with such asset sales shall be applied to prepay the Obligations in accordance with Section 1.8 and (III) to the extent at least fifteen (15) Stores are closed in any Fiscal Month (net of any Store openings for such Fiscal Month), the Agent shall have received a Borrowing Base Certificate giving effect to such disposition on a Pro Forma Basis, which shall include any SCP Inventory Sale Reserve with respect thereto; (e) dispositions of property (other than Inventory, Accounts, Real Estate and Intellectual Property) not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)under this Section 5.2; provided, provided that (i) at the time of any dispositionsuch Disposition, no Default or Event of Default shall exist or shall result would arise from such dispositionDisposition, and no Overadvance would result therefrom, (ii) not less than 75% eighty-five percent (85%) of the aggregate sales price from such disposition shall be paid in cash, (iii) the assets subject to any such dispositions sale are made sold at arm’s length for an amount not less than the fair market value, value thereof and (iv) the requirements aggregate book value of Section 2.05(b)(ii), all property disposed of pursuant to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions this clause (e) shall not exceed $20,000,000 in any Fiscal Year under this clause (b) in an aggregate amount in excess of or $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties 50,000,000 in the Ordinary Course of Business not interfering with aggregate after the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this AgreementClosing Date; (f) dispositions in connection with an as long as no Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) Default hereof then exists or would arise therefrom, disposition of the Term Credit Agreement are complied with Real Estate located at 000/000 XX 00xx Xxxxxx, Xxxx Xxxxx, Xxxxx 00000 and all fixtures and related assets so long as not less than 85% of the aggregate sale price from such disposition shall be paid in connection therewithcash; (g) as long as no Event of Default hereof then exists or would arise therefrom, dispositions of the assets of any Non-Material Subsidiaryunimproved land located in Stockton, California; (h) sale-leasebacks dispositions of real estate, machinery and equipment with a value not Property by any Credit Party or any of its Subsidiaries to exceed $10,000,000 in the aggregate; (i) termination any other Credit Party or Subsidiary of a lease Credit Party; provided that if the transferor of such Property is not reasonably likely to result in a Material Adverse Effect and does not result from Credit Party, the transferee thereof must be a default by a Loan Credit Party; and (ji) any disposition described in the Structure Memorandumdispositions of Property expressly permitted by Section 5.4 or Section 5.11.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, leaselease (as lessor), convey, transfer or otherwise dispose of (whether in one or a series of related transactions) any Property (including the Stock of any Subsidiary of any Loan PartyCredit Party owned by such Person, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) dispositions of inventory, or usedInventory, worn-out or surplus equipment or defaulted receivables for collectionequipment no longer used or useful in the business, all in the Ordinary Course of Business; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)the mandatory prepayment in the amount of the Net Proceeds of such disposition is made if and to the extent required by Section 1.8; provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for the aggregate fair market valuevalue of all assets so sold by the Credit Parties and their Subsidiaries, (iv) the requirements of Section 2.05(b)(ii)together, to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions shall not exceed in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, 6,000,000 and (viv) after giving effect to such disposition, the Loan Credit Parties are in compliance on a pro forma basis with the covenant covenants set forth in Section 7.19Article VI, recomputed for the most recent Fiscal Quarter for which financial statements have been delivereddelivered (assuming for such purpose that the maximum Leverage Ratio (on a Net Basis) and maximum Senior Leverage Ratio (on a Net Basis) as of any date occurring prior to December 31, 2014 are 8.00:1.00 and 7.00:1.00, respectively); provided, the foregoing clause (iv) shall not apply to any disposition to the extent either the assets being disposed do not contribute positively to the Borrower’s EBITDA (as demonstrated by a certificate of a Responsible Officer of the Borrower setting forth the applicable calculations in reasonable detail) or the acquisition of such assets was not funded, in part or in whole, by Incremental Term Loans; (c) (i) dispositions of cash and Cash Equivalents without contravention of any other provision of this Agreement and (ii) conversions of Cash Equivalents into cash or other Cash Equivalents; (d) licensestransactions permitted under Section 5.1(l); (e) discounts or forgiveness of accounts receivable in the Ordinary Course of Business or in connection with collection or compromise thereof; (f) transfers of Property subject to any Event of Loss (including in lieu thereof); provided that the Net Proceeds thereof are applied if and to the extent required by Section 1.8; (g) non-exclusive licenses and non-exclusive sublicenses (including any non-exclusive license or non-exclusive sublicense of Intellectual Property) and leases and subleases, sublicenses, leases or subleases granted to third parties in each case in the Ordinary Course of Business not interfering with impairing in any material respect the conduct of the business of the Loan Credit Parties or any of their Subsidiaries; (eh) dispositions constituting an Investment or Restricted Payment permitted under this Agreementany issuance of Stock of a Subsidiary to a Credit Party (or, in the case of a Foreign Subsidiary that is a Subsidiary of a Foreign Subsidiary, to such Foreign Subsidiary); (fi) dispositions the lapse or abandonment of Intellectual Property rights which, in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) reasonable good faith determination of the Term Credit Agreement Borrower, are complied with no longer used or useful to the conduct of the business of the Borrower or any Subsidiary or to the extent no longer economically desirable in connection therewiththe conduct of their business; (gj) dispositions of the assets of any Non-Material SubsidiaryPermitted Liens; (hk) cancellations, terminations or surrender by any Credit Party or any Subsidiary of any Credit Party of any lease in the Ordinary Course of Business; (l) the sale-leasebacks , assignment, lease, conveyance, transfer or other disposition of real estateProperty by (i) any Credit Party to any other Credit Party, machinery (ii) any Subsidiary of Holdings that is not a Credit Party to any other Subsidiary of Holdings that is not a Credit Party and equipment (iii) any Credit Party to any Subsidiary of Holdings that is not a Credit Party; provided that, with a respect to this clause (iii), the aggregate fair market value of all such assets so sold, assigned, leased, conveyed, transferred or otherwise disposed of shall not exceed (together with extensions of credit (to exceed the extent then outstanding) or capital or asset contributions pursuant to Section 5.4(b)(iii)) $10,000,000 3,000,000 in the aggregate; (m) dispositions of non-core assets (“non-core assets” to be determined by the Borrower in the exercise of its reasonable good faith business judgment and to consist only of those assets designated as “non-core assets” pursuant to written notification by the Borrower delivered to the Administrative Agent prior to the time the Permitted Acquisition pursuant to which such assets are acquired is consummated) acquired in connection with any Permitted Acquisition or other Investment permitted under Section 5.4, provided that all of the following conditions are satisfied (unless otherwise agreed to by the Administrative Agent in writing): (i) termination in the event a Default or Event of a lease that Default shall have occurred and be continuing at the time of such disposition or, to the extent the purchase price therefor was paid with proceeds of Loans, not less than 75% of the sales price from such disposition shall be paid in cash and Cash Equivalents, (ii) the mandatory prepayment in the amount of the Net Proceeds of such disposition is not reasonably likely made if and to result in a Material Adverse Effect and the extent required by Section 1.8, (iii) the fair market value of such non-core assets from any Permitted Acquisition so disposed of does not result from a default exceed 25% of the total consideration paid or payable for such Permitted Acquisition and (iv) such non-core assets are disposed of within twelve (12) months (or, subject to the consent of the Administrative Agent in its sole discretion, within eighteen (18) months) following the closing of such Permitted Acquisition; (i) any disposition or issuance by a Loan PartyHoldings of its own Stock or Stock Equivalents (other than to the extent resulting in an Event of Default pursuant to Section 7.1(k)) and (ii) dispositions by any Subsidiary of its own Stock and Stock Equivalent to qualify directors where required by applicable law; (o) the termination or unwinding of any Rate Contract in accordance with its terms; and (jp) any disposition described in dispositions of Property at fair market value to the Structure Memorandumextent that such Property is exchanged for credit against the purchase price of substantially concurrently purchased similar replacement Property.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Restricted Subsidiaries to, directly or indirectly, sell, assign, lease, license, convey, transfer transfer, abandon, dedicate to the public, or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Restricted Subsidiary of any Loan Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) (i) dispositions of inventory, or used, Inventory in the ordinary course of business and (ii) dispositions of worn-out out, obsolete or surplus equipment personal property or defaulted receivables for collection, all any property no longer useful in the Ordinary Course conduct of Businessthe business of the Credit Parties and their Restricted Subsidiaries; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivablethe mandatory prepayment in the amount of the Net Proceeds of such disposition is made if and to the extent required by Section 1.8(c); provided, provided that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, and (ii) to the extent the purchase price therefor for all such dispositions in the aggregate is in excess of the greater of (x) $7,000,000 and (y) 10.0% of Combined EBITDA (determined on a Pro Forma Basis for the most recently ended four Fiscal Quarter period for which financial statements have been delivered on the date of the relevant transaction), not less than 75% of the aggregate sales price from such disposition shall be paid in cash, Cash Equivalents (iiior marketable securities or other Property that is converted to cash or Cash Equivalents within 45 days of receipt thereof) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), or Designated Non-Cash Consideration to the extent applicable, are complied with in connection therewith, provided that, that the aggregate fair market value of all Net such Designated Non-Cash Proceeds received from dispositions in any Fiscal Year under this clause Consideration does not exceed the greater of (bx) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, 3,000,000 and (vy) after giving effect to such disposition, the Loan Parties are in compliance 4.0% of Combined EBITDA (determined on a pro forma basis with the covenant set forth in Section 7.19, recomputed Pro Forma Basis for the most recent recently ended four Fiscal Quarter period for which financial statements have been delivereddelivered on the date of the relevant transaction) (with the fair market value of each item of Designated Non-Cash Consideration being measured as of the time received); (c) (i) dispositions of cash and Cash Equivalents; provided that for the avoidance of doubt, this clause (c) shall not independently permit any Investment, any transaction with any Affiliate, or any Restricted Payment which is otherwise prohibited hereunder by Sections 5.4, 5.6 or 5.11 and (ii) conversions of Cash Equivalents into cash or other Cash Equivalents; (d) licensestransactions permitted under Section 5.1, sublicenses, leases 5.3 or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries5.11; (e) dispositions constituting of Property to the extent that (i) such Property is exchanged for credit against the purchase price of similar replacement Property or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement Property; (f) sales, discounting or forgiveness of Accounts in the ordinary course of business or in connection with the collection or compromise thereof; (g) the abandonment, cancellation, lapse, or other disposition of Intellectual Property that is no longer used or useful in the conduct of the business of the Credit Parties or any of their respective Restricted Subsidiaries; (h) leases or subleases in the ordinary course of business; (i) non-exclusive licenses or sublicenses in the ordinary course of business; (j) dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (i) any disposition by any Credit Party to any other Credit Party, (ii) any disposition by any Non-Credit Party to any other Non-Credit Party or any Credit Party and (iii) dispositions by any Credit Party to a Non-Credit Party not exceeding in the aggregate for all such dispositions pursuant to this clause (iii) $2,000,000 in any Fiscal Year; (l) [reserved]; (m) dispositions of any Non-Core Assets acquired in connection with any Permitted Acquisition or other Investment in compliance with Section 5.4 so long as the Net Proceeds of such disposition are applied as a mandatory prepayment of the Loans to the extent required by, and pursuant to the terms of, Section 1.8(c); (n) the termination or unwinding of any Rate Contract; (o) dispositions as a direct result of an Investment Event of Loss and the disposition of Property damaged as a result thereof; (p) Permitted Sale-Leaseback Transactions with an aggregate consideration not in excess of the greater of (i) $7,000,000 and (ii) 10% of Combined EBITDA of (determined on a Pro Forma Basis for the most recently ended four Fiscal Quarter period for which financial statements have been delivered on the date of the relevant transaction) for all such transactions during the term of this Agreement. (q) dispositions made in order to comply with an order of any Governmental Authority or Restricted Payment permitted under any applicable Requirement of Law not exceeding the greater of (x) $10,000,000 and (y) 15.0% of Combined EBITDA (determined on a Pro Forma Basis for the most recently ended four Fiscal Quarter period for which financial statements have been delivered on the date of the relevant transaction) during the term of this Agreement; (fr) dispositions any other disposition in connection with an Event aggregate amount not exceeding the greater of Loss; provided that (x) $15,000,000 and (y) 20.0% of Combined EBITDA (determined on a Pro Forma Basis for the requirements of Section 2.05(b) and Section 2.03(b) most recently ended four Fiscal Quarter period for which financial statements have been delivered on the date of the Term Credit Agreement are complied with in connection therewith; (grelevant transaction) dispositions for all such transactions or series of transactions during the assets term of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Partythis Agreement; and (js) any disposition described in Disposition of the Structure MemorandumXxxxxxx Property and/or Brickhaven Property after payment of the Riverbend/Xxxxxx Contract Termination Fee by Duke Energy.

Disposition of Assets. No Loan Party shallThe Borrower will not, and no Loan Party shall suffer or will not permit any of its Restricted Subsidiaries to, directly become a party to or indirectlyagree to or effect any sale, selltransfer, assignconveyance, leaselease or other disposition of assets, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: other than (a) dispositions the sale of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all in the Ordinary Course of Business; Investments permitted pursuant to §9.3 hereof (other than §§9.3(d) and (e)); (b) dispositions not otherwise sales permitted hereunder which are made for fair market value under §9.6; (excluding Accounts, Inventory and notes receivable); provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (ivc) the requirements disposition or transfer of Section 2.05(b)(ii)assets by the Borrower or its Restricted Subsidiaries to the Borrower or a Restricted Subsidiary; (d) the disposition of obsolete or unusable Containers, Chassis, generator sets or other assets in the ordinary course of business consistent with past practices; (e) in connection with any Permitted Securitization; (f) leases of assets in the ordinary course of business consistent with past practices; (g) the disposition of containers, chassis and generator sets and other related assets in the ordinary course of business to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) immediately after giving effect to such disposition, (i) no Default or Event of Default would exist and (ii) the Loan Parties net book value of all such assets that was the subject of any asset disposition in the then current fiscal year of the Borrower (including the proposed asset disposition) would not exceed 15% of the aggregate amount of all assets of the Borrower and its Restricted Subsidiaries determined as of the end of the then most recently ended fiscal year of the Borrower in accordance with GAAP; and (h) any other disposition of Containers, Chassis, Generators and/or other related assets, whether or not in the ordinary course of business, so long as (i) in the case of Containers, Chassis and Generators, the sale proceeds from such disposition are not less than the Net Book Value of the assets sold, (ii) the Borrower is in compliance on with §10.1 and §10.2 immediately after giving effect thereto, and (iii) the Borrower shall have delivered to the Administrative Agent a pro forma basis with Borrowing Base Report setting forth the covenant set forth in Section 7.19, recomputed for Borrowing Base after giving effect to the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) asset sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandum.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Restricted Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose indirectly Dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) dispositions Dispositions of inventoryInventory, goods or used, services or of worn-out obsolete, damaged or surplus equipment (as defined in the UCC) or defaulted receivables for collectionfixtures (as defined in the UCC), all in the Ordinary Course of Business; (b) dispositions Dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)the mandatory prepayment in the amount of the Net Proceeds of such disposition is made as required by Section 2.8; provided, that (i) at the time of any dispositionDisposition, no Event of Default shall exist or shall result from such dispositionDisposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, cash and (iii) such dispositions are made for the aggregate fair market valuevalue of all assets (as reasonably determined by the Borrower) so sold by the Credit Parties and their Restricted Subsidiaries, (iv) together, shall not exceed the requirements greater of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions $2,500,000 in any Fiscal Year under this clause (b) in an aggregate amount in excess or 5% of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) Consolidated Adjusted EBITDA as of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been deliveredrecently ended Test Period; (c) dispositions (i) Dispositions of Cash Equivalents in the Ordinary Course of Business made in accordance with Section 6.6, and (ii) conversions of Cash Equivalents into cash or other Cash Equivalents; (d) licensestransactions permitted under Section 6.1(l) and (o); (e) Investments permitted under Section 6.4, sublicensesto the extent such Investment constitutes a Disposition; (f) the sale or issuance of (i) the Stock in the Borrower or a Restricted Subsidiary to any Credit Party or (ii) the Stock of a Foreign Subsidiary that is not a Credit Party to another Foreign Subsidiary that is not a Credit Party; (g) the transfer of Property (i) by a Credit Party to a Credit Party (other than Holdings) or (ii) by a Restricted Subsidiary that is not a Credit Party to (A) a Credit Party (other than Holdings) for no more than fair market value or (B) any other Restricted Subsidiary; (h) any Foreign Subsidiary may issue Stock to qualified directors where required by or to satisfy any applicable Requirement of Law, leases including any Requirement of Law with respect to ownership of Stock in Foreign Subsidiaries; (i) Dispositions of Investments in joint ventures to the extent required by, or subleases granted to third made pursuant to, customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (j) transactions permitted by Section 6.3; (k) Dispositions of past due accounts receivable in the Ordinary Course of Business not interfering with (including any discount and/or forgiveness thereof) or, in the business case of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions accounts receivable in default, in connection with an Event of Loss; provided that the requirements of Section 2.05(b) collection or compromise thereof and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estateevent, machinery and equipment with a value not to exceed $10,000,000 in the aggregateinvolving any securitization thereof; (i) the entering into any termination or abandonment of any lease in the Ordinary Course of Business, (ii) any expiration of any option agreement in respect of real or personal property, (iii) the licensing or sublicensing, on a lease non-exclusive basis, of Intellectual Property in the Ordinary Course of Business, (iv) the lapse or abandonment of Intellectual Property that in the good faith judgment of the Borrower is not reasonably likely no longer economically practical or commercially desirable to result maintain or useful in a Material Adverse Effect the conduct of its business and does not result from a default by a Loan Party(v) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or litigation claims (including in tort) in the Ordinary Course of Business; and (jm) Dispositions of property subject to foreclosure, casualty, eminent domain or condemnation proceedings (including in lieu thereof or any disposition described in the Structure Memorandumsimilar proceeding).

Disposition of Assets. No Loan Party shallThe Company shall not, and no Loan Party the Company shall not suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock assets or Shares of any Subsidiary of any Loan Partythe Company, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (foregoing, except subject to compliance with, or termination of, this Agreement), exceptdispositions that fall within at least one of the following exceptions: (a) dispositions Dispositions in the Ordinary Course of inventoryBusiness to any Person, or usedof (i) Inventory, (ii) worn-out or surplus equipment or defaulted receivables for collection, all Equipment having a book value not exceeding $2,500,000 in the Ordinary Course aggregate in any Fiscal Year or (iii) any other Equipment solely to the extent that such Equipment of Businessa Credit Party is exchanged for credit against the purchase price of replacement or other Equipment for such Credit Party; provided, that in the case of clause (ii), the proceeds of such Disposition are promptly (but, in any event, within thirty (30) days of such Disposition) applied to the purchase price of replacement or other Equipment or, if not so applied, then to the extent of any net cash proceeds they shall be applied against the Obligations in accordance with Section 8.3; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable); provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered[reserved]; (c) dispositions of Cash Equivalents in the Ordinary Course of Business and (ii) conversions of Cash Equivalents into cash or other Cash Equivalents; (d) licenses, sublicenses, leases dispositions of accounts receivable and related assets by (i) Real Alloy Germany to the German Factoring Facility Purchaser in accordance with the German Factoring Facility Documents and (ii) Mexican Subsidiaries to RA Canada pursuant to the terms of the Mexican Receivables Purchase Documents; (e) transfers of Property to a Credit Party by another Credit Party or subleases granted by any Subsidiary of a Credit Party and transfers of Property to third parties a Subsidiary that is not a Credit Party by a Subsidiary that is not a Credit Party; (f) the lease or sublease in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewithReal Estate; (g) dispositions the sale in the Ordinary Course of the assets Business of Accounts pursuant to any Non-Material SubsidiaryPermitted Supplier Financing Arrangement; (h) sale-leasebacks a Sale to which the Required Holders have consented and which is consummated in accordance with the terms of real estate, machinery Section 9.16 and equipment with a value not subject to exceed $10,000,000 in the aggregateother terms and conditions of the DIP Order; (i) termination Liens permitted under Section 10.1 (to the extent constituting a transfer of a lease that is not reasonably likely to result Property); and (ii) Restricted Payments made in a Material Adverse Effect and does not result from a default by a Loan Partycompliance with Section 10.11; and (j) any disposition described other sale to which the Required Holders have consented and which is approved by the Bankruptcy Court pursuant to orders in form and substance reasonably acceptable to the Structure MemorandumRequired Holders.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) make any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) Disposition or enter into any agreement to do make any of the foregoing (except subject to compliance with, or termination of, this Agreement)Disposition, except: (a) dispositions (i) Dispositions of inventory, or used, worn-out out, obsolete or surplus equipment property, whether now owned or defaulted receivables for collectionhereafter acquired, all (ii) Dispositions of Property that are no longer used or useful in the Credit Parties’ or their Subsidiaries’ business, and (iii) Dispositions to landlords of improvements made to leased Real Property pursuant to customary terms of leases entered into, in each case in the Ordinary Course of Business; (b) dispositions Dispositions of property (excluding Equity Interests in Subsidiaries) not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)value; provided, provided that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cashcash or Cash Equivalents, and (iii) such dispositions are made for the aggregate fair market valuevalue of all assets so sold by the Credit Parties and their Subsidiaries, together, shall not exceed (ivx) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions $10,000,000 in any Fiscal Year under this clause or (by) $20,000,000 in an the aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of following the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been deliveredFourth Amendment Effective Date; (c) dispositions Dispositions of cash and Cash EquivalentsEquivalents in the Ordinary Course of Business; (d) sales, lapses, abandonments or other Dispositions of any immaterial Intellectual Property in the Ordinary Course of Business; (e) transactions permitted under Sections 5.1 (other than subsections 5.1(w) and/or 5.1(z)(ii)), 5.3 (other than subsection 5.3(e)), 5.4 (other than subsections 5.4(d) and/or 5.4(y)), 5.6 (other than subsection 5.6(a)) and 5.7 (other than subsection 5.7(g)); (f) licenses, sublicenses, leases or subleases (including any license or sublicense of Intellectual Property) granted to third parties that do not materially interfere with the business of the Credit Parties and their Subsidiaries; (g) Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Credit Party or any Subsidiary of any Credit Party; provided that the proceeds thereof are applied in accordance with subsection 1.8(c) to the extent not employed for the purpose of replacing the assets subject to such events; (h) sales or discounting, on a non-recourse basis to any Credit Party, and in the Ordinary Course of Business not interfering with the business Business, of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions past due Accounts in connection with an Event the collection or compromise thereof that are not undertaken for the primary purpose of Loss; provided that financing the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregateParties; (i) termination [reserved]; (j) [reserved]; (k) the unwinding of a lease that is not reasonably likely any Rate Contract pursuant to result in a Material Adverse Effect and does not result from a default by a Loan Partyits terms; (l) [reserved]; (m) [reserved]; and (jn) to the extent allowable under Section 1031 of the Code (or comparable or successor provision), any disposition described exchange of like property (excluding any boot thereon permitted by such provision) for use in the Structure Memorandumany business conducted by any Credit Party or any Subsidiary of any Credit Party that is not in contravention of Section 5.8.

Disposition of Assets. No Loan Party shallThe Company will not, and no Loan Party shall suffer or will not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectlyconvey, sell, assign, lease, conveysublease, transfer or otherwise dispose of (whether in one or a series of transactions) any Property assets (including the Stock without limitation, capital stock of or other equity interests in any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourseother Person) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), exceptfor: (a) dispositions sales of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all inventory in the Ordinary Course ordinary course of Businessbusiness; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accountsthe sale, Inventory lease, sublease, transfer or other disposition of machinery and notes receivable); provided, that (i) at equipment no longer used or useful in the time conduct of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been deliveredbusiness; (c) dispositions the sale, lease, sublease, transfer or other disposition of Cash Equivalentsassets to the Company or to a Wholly-Owned Restricted Subsidiary that is a Guarantor; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course sale of Business not interfering with the business assets of the Loan Parties or any SBQ Division (Memphis/Cleveland) to the extent permitted under the express terms of their Subsidiariesthe Intercreditor Agreement; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreementtransfers of assets made as consideration for Permitted Investments; (f) dispositions the transfer by Cumberland Recyclers, LLC to BSE of the assets known as the "mega shredder" so long as: (i) the Company shall have given at least sixty (60) days prior written notice of such transfer to each holder of Notes; (ii) no Default or Event of Default exists at the time of such transfer; (iii) such transfer is made subject to the Lien of the Collateral Agent in such assets; and (iv) all actions required under the Security Agreement to maintain the validity, perfection, enforceability and priority and rank of such Lien in connection with an Event of Losssuch transfer are taken; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith;and (g) other sales and dispositions of Property of the assets Company or any Restricted Subsidiary, so long as the Fair Market Value of any Non-Material Subsidiary; such Property does not exceed Ten Million Dollars (h$10,000,000) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination aggregate during any fiscal year of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure MemorandumCompany.

Disposition of Assets. No Loan Party shall, and no Each Loan Party shall suffer or not, and shall not permit any of its Subsidiaries to, directly or indirectlyindirectly make any Disposition, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) dispositions Dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all Inventory in the Ordinary Course ordinary course of Business; business, (b) dispositions not otherwise permitted hereunder which are made Dispositions, for fair market value value, of worn-out, surplus and obsolete equipment not necessary or useful to the conduct of business, (excluding Accountsc) Dispositions of Equity Interests permitted by Section 7.6, Inventory and notes receivable)(d) Dispositions of Property to any Loan Party or any Subsidiary, provided that any such Disposition involving a Subsidiary that is not a Loan Party shall be made in compliance with Sections 7.5 or 7.6, (e) the unwinding of any Hedge Agreement, (f) Dispositions of Generator Packages, Generator Units or Field Units not to exceed $8,000,000 in the aggregate in any fiscal year; provided, provided that (i) at the time of any disposition, no Default or Event of Default shall exist or shall result from have occurred and be continuing both before and after giving effect to such dispositionDisposition, (ii) not less than 75% Borrowers shall concurrently with such Disposition deliver a pro forma Borrowing Base Report to Administrative Agent giving effect to such Disposition (with such Disposition, for the avoidance of doubt, calculated based on the aggregate sales price from Net Orderly Liquidation Value of such disposition Generator Packages, Generator Units and/or Field Units at such time) and the Borrowing Base shall be paid in cashadjusted immediately upon receipt of such Borrowing Base Report to reflect such Disposition, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such dispositionDisposition, including the Loan Parties are reduction of the Borrowing Base in compliance on a pro forma basis accordance with the covenant set forth in foregoing clause (ii), Availability shall be equal to or greater than $0 or the Borrowers shall make any mandatory prepayment pursuant to Section 7.192.9(c)(i) concurrently with such Disposition, recomputed and (iv) such Disposition shall be made for the most recent Fiscal Quarter fair value and for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases at least 80% cash consideration or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of other Dispositions (other than with respect to any Accounts or other Property included in the assets of Borrowing Base at any Non-Material Subsidiary; (htime) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 2,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result aggregate in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandumfiscal year.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collectionequipment, all in the Ordinary Course of Business; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)the mandatory prepayment in the amount of the Net Proceeds of such disposition is made if and to the extent required by Section 1.8; provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition fair market value of all assets so sold by the Credit Parties and their Subsidiaries, together, shall be paid not exceed in cash, any fiscal year $500,000 and (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Credit Parties are in compliance on a pro forma basis with the covenant covenants set forth in Section 7.19Article VI, recomputed for the most recent Fiscal Quarter fiscal period for which financial statements have been delivereddelivered pursuant to Section 4.1(b) or (c); (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases of Patents, Trademarks, Copyrights and other intellectual property rights granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Credit Parties or any of their Subsidiaries;, either on a non-exclusive basis or on an exclusive basis where exclusivity is restricted to a limited field of use that does not prohibit Borrowers and their Subsidiaries, or any of them, from commercializing the intellectual property rights so licensed or leased in applications outside the limited field of use or in an application presently commercialized by the Borrowers and their Subsidiaries; provided, however that (i) the Agent has a perfected first priority security interest in each such license, sublicense, lease or sublease and (ii) no Default or Event of Default shall exist at the time any Credit Party or any of its Subsidiaries enter into any such license, sublicense, lease or sublease; and (e) dispositions constituting an Investment licenses, sublicenses, leases or Restricted Payment permitted under this Agreement; (f) dispositions subleases of property other than intellectual property rights granted to third parties in connection the Ordinary Course of Business not interfering with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) business of the Term Credit Agreement are complied with in connection therewith; (g) dispositions Parties or any of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandumtheir Subsidiaries.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) dispositions of inventoryInventory, or used, worn-worn out or surplus equipment or defaulted receivables for collectionequipment, all in the Ordinary Course of Business; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)the mandatory prepayment in the amount of the Net Proceeds of such disposition is made if and to the extent required by Section 1.9; provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 7580% of the aggregate sales price from such disposition shall be paid in cash, cash and (iii) such dispositions are made for the aggregate fair market valuevalue of all assets so sold by the Credit Parties and their Subsidiaries, (iv) the requirements of Section 2.05(b)(ii)together, to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions shall not exceed in any Fiscal Year under this clause $750,000 (b) other than in an aggregate amount in excess the case of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) Project Pie or any sales of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect stores related to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been deliveredProject Pie); (c) dispositions of cash and Cash Equivalents; (d) licensestransactions permitted under Sections 5.1, sublicenses5.3, leases 5.4 and 5.11; (e) dispositions, discounts or subleases granted to third parties forgiveness of past due Accounts in connection with the collection or compromise thereof in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this AgreementBusiness; (f) dispositions in connection with an of certain stores set forth on Schedule 5.2, and additional stores that each individually have EBITDA for the four fiscal quarter period prior to the proposed disposition of less than $0 provided, that (i) at the time of any disposition, no Event of Loss; provided that Default shall exist or shall result from such disposition and (ii) a mandatory prepayment is made with the requirements Net Proceeds of such disposition if and to the extent required by Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith1.9); (g) dispositions dispositions, abandonment or termination of Intellectual Property in the assets Ordinary Course of any Non-Material Subsidiary;Business; and (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; dispositions by (i) termination of a lease that is not reasonably likely any Credit Party to result in a Material Adverse Effect any other Credit Party (other than Holdings) and does not result from a default by a Loan Party; and (jii) any disposition described in non-Credit Party to any Credit Party (at not more than the Structure Memorandumthen current fair market value of the subject Property) or any other non-Credit Party.

Disposition of Assets. No Loan Party shallThe Company shall not, and no Loan Party shall not suffer or permit any of its Subsidiaries Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collectionequipment, all in the Ordinary Course ordinary course of Businessbusiness; (b) the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment; (c) dispositions of inventory or equipment by the Company or any Subsidiary to the Company or any Subsidiary pursuant to reasonable business requirements; (d) dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided that (i) for those Permitted Receivables having a final maturity date which is less than 12 months after the date such obligations arise, the value of such accounts receivable so sold by the Company and its Subsidiaries shall not exceed $50,000,000 at any time outstanding, and (ii) the value of all Permitted Receivables (whether or not having a final maturity date which is less than 12 months after the date such obligations arise) so sold by the Company and its Subsidiaries shall not exceed $50,000,000 at any time outstanding; and provided, further, however, that no dispositions of any Permitted Receivables shall be permitted at any time that any of the following circumstances exist: (A) if after giving effect to such disposition, the Company would not be in pro forma compliance with the financial covenants set forth in subsections 7.14(a) through (d), measured as of the last day of the fiscal quarter then most recently ended for which a Compliance Certificate has been delivered to the Agent and the Banks pursuant to subsection 6.02(b), or (B) any Event of Default then exists or would result from such disposition; (e) the sale of the Wilsonville Facility for fair market value (as determined in good faith at the time of such sale by the board of directors of the Company); provided that (i) no Default or Event of Default then exists or would result from such sale, and (ii) the Net Sale Proceeds thereof are applied to prepay the Loans hereunder; (f) the sale or lease of any property set forth in Schedule 7.02 and any excess facilities acquired at the time of the ATI Acquisition, the IKOS Acquisition or the Innoveda Acquisition, in each case for fair market value (as determined in good faith at the time of such sale by the board of directors of the Company or the applicable Subsidiary, as the case may be); provided that no Default or Event of Default then exists or would result from such sale; (g) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)value; provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition net book value of all assets so sold by the Company and its Subsidiaries, together, shall be paid not exceed in cashany fiscal year $10,000,000, and (iii) any such dispositions are disposition made for fair market value, pursuant to this subsection (ivg) the requirements shall not be of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) accounts receivable of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties Company or any of their its Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not dispositions to exceed $10,000,000 in the aggregateextent permitted under Section 7.03; (i) termination the sale of a lease that is not reasonably likely to result Margin Stock of Innoveda for fair market value (as determined in a Material Adverse Effect and does not result from a default good faith at the time of such sale by a Loan Partythe board of directors of the Company or the applicable Subsidiary, as the case may be); and (j) any disposition described the sale of Margin Stock of IKOS for fair market value (as determined in good faith at the Structure Memorandumtime of such sale by the board of directors of the Company or the applicable Subsidiary, as the case may be).

Disposition of Assets. No Loan Party shallThe Borrower shall not, and no Loan Party shall not suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except, in each instance solely to the extent permitted under the Subordinated Loan Agreement: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collectionequipment, all in the Ordinary Course of Business; (b) upon not less than five (5) Business Days prior written notice to Agent, transfers of assets by one Foreign Subsidiary to another Foreign Subsidiary; (c) upon not less than five (5) Business Days prior written notice to Agent, transfers of assets by (i) any Subsidiary of the Borrower to (x) a Wholly-Owned Subsidiary of the Borrower that is a Domestic Subsidiary (with respect to which there has been compliance with Section 4.12), or (y) the Borrower and (ii) the Borrower to a Wholly-Owned Subsidiary of the Borrower that is a Domestic Subsidiary (with respect to which there has been compliance with Section 4.12); (d) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)the mandatory prepayment in the amount of the Net Proceeds of such disposition is made as provided in Section 1.8; provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not no less than seventy five percent (75% %) of the aggregate sales price from such disposition shall be paid in cash, and (iii) such dispositions are made for the aggregate fair market valuevalue of all assets so sold by the Borrower and its Subsidiaries, together, shall not exceed in any fiscal year $500,000 and (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are Borrower is in compliance on a pro forma basis with the covenant covenants set forth in Section 7.19Article VI, recomputed for the most recent Fiscal Quarter quarter for which financial statements have been delivered;; and (ce) dispositions so long as no Event of Cash Equivalents; (d) licensesDefault has occurred and is continuing, sublicensesthe sale without recourse and consistent with the industry practice of accounts receivable, leases or subleases granted to third parties not in excess of $500,000 in aggregate stated amount during any fiscal year, arising in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; which are at least ninety (e90) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandumdays’ past due.

Disposition of Assets. No Loan Party shall, and no Loan Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock Equity Interests of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement (except to the extent such agreement is conditioned on obtaining any required consent or amendment hereunder) to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions sales to any Person of inventory, or used, worn-worn out or surplus equipment or defaulted receivables for collectionequipment, all in the Ordinary Course ordinary course of Businessbusiness; (b) any of the following, subject to Section 6.17 hereof: (i) dispositions by any Subsidiary that is not otherwise permitted hereunder which are made a Loan Party to the Borrower or any other Subsidiary; (ii) dispositions by any Loan Party to any other Loan Party; and (iii) dispositions of any Property that does not constitute ABL Priority Collateral (other than cash or Cash Equivalents and intercompany notes) by any Loan Party to any Subsidiary that is not a Loan Party; (c) in a transaction authorized by Section 6.03 or Section 6.04; (d) the sale of payment obligations owing to any Subsidiary of the Borrower that is not a Loan Party under sale or service contracts in connection with limited recourse third party financing of such contracts consistent with prudent business practices; (e) other sales, assignments, leases, conveyances, transfers and other dispositions of assets after the Restatement Effective Date; provided that the aggregate book value of all assets so sold, leased, conveyed, transferred or disposed of shall not exceed (x) in any Fiscal Year, 7.5% of the Consolidated Assets or (y) in all such transactions occurring after the Restatement Effective Date, 15% of the Consolidated Assets, with the Consolidated Assets being determined, for fair market value the purpose of applying the foregoing percentage test, based on the financial statements most recently delivered pursuant to Section 5.01 (excluding Accountsor, Inventory and notes receivableif prior to the date of delivery of the first financial statements to be delivered pursuant to Section 5.01, the most recent financial statements referred to in Section 3.11(a)); provided, further, that (i) at the time of any disposition, (x) no Default or Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (vy) after giving pro forma effect to (1) any disposition of Accounts included as part of such disposition and (2) any repayment of Loans substantially concurrent with such disposition, the Loan Parties are in compliance Aggregate Revolving Exposure would not exceed the Borrowing Base as computed on a pro forma basis by the Borrower (such calculation to be provided by the Borrower to the Administrative Agent at the Administrative Agent’s request), (ii) the Loan Parties were in compliance with the covenant covenants set forth in Section 7.19, recomputed for 6.18 as of the end of the most recent Fiscal Quarter for which financial statements have been delivered; delivered hereunder (cregardless of whether any such covenant is required to be tested as of such date pursuant to Section 6.18), computed on a pro forma basis, and (iii) any such sales, assignments, leases, conveyances, transfers and other dispositions of shall be made for Fair Market Value and, during any period during which the Administrative Agent shall be exercising its right to cash dominion pursuant to Section 5.11, for at least 75% Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this AgreementConsideration; (f) sales, assignments, leases, conveyances, transfers or other dispositions in connection with an Event of Lossassets by Specified JVs; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith;and (g) dispositions (i) Permitted Sales-Type Lease Transactions and (ii) assignments of STL Related Accounts in connection with any Permitted Sales-Type Lease Transaction to a Qualified Trustee pursuant to a Qualified Trust Arrangement, so long as (A) the interest of the assets Loan Parties in such STL Related Accounts remains subject to the security interest of any Nonthe Administrative Agent under the Collateral Documents, (B) such STL Related Accounts are not included in the calculation of the Borrowing Base, (C) the Borrower has determined in its commercially reasonable discretion that it is not practicable to consummate such Permitted Sales-Material SubsidiaryType Transaction without the assignment of such STL Related Accounts and (D) the purchaser in connection with such Permitted Sales-Type Lease Transaction has entered into an agreement in form and substance reasonably acceptable to the Administrative Agent which includes provisions to the effect that such purchaser recognizes the Administrative Agent’s security interest in such STL Related Accounts; (h) sale-leasebacks of real estate, machinery Sale and equipment with a value not to exceed $10,000,000 in the aggregateLeaseback Transactions permitted by Section 6.15; (i) termination the sale, transfer or disposition to customers of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Partyproducts, buildings, properties, systems, infrastructure or other assets constructed, developed or otherwise acquired for or on behalf of such customers; and (j) any disposition described in the Structure Memorandumdispositions of cash and Cash Equivalents as consideration for goods and services, expenses (including compensation expense) or other transactions permitted under, or not prohibited by, this Agreement.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) (i) dispositions of inventoryInventory in the Ordinary Course of Business, or (ii) dispositions of used, worn-out or surplus equipment or defaulted receivables for collectionother Property, or any sale, transfer, assignment, disposition, abandonment or lapse of Intellectual Property that is no longer commercially practicable, usable or desirable in the conduct of business, all in the Ordinary Course of Business, (iii) the leasing (including subleases) or licensing (including sublicensing) of intellectual property in the Ordinary Course of Business and which do not materially interfere with the business of the Borrower and its Subsidiaries, taken as a whole and (iv) returns of medical technology and/or related intellectual property to the seller or vendor thereof in exchange for a cancellation or a substantial reduction of the obligations of a Credit Party or its Subsidiary thereunder; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivablethe mandatory prepayment in the amount of the Net Proceeds of such disposition is made if and to the extent required by Section 1.8(c); provided, in each case, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% seventy percent (70%) of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for the aggregate fair market value, (iv) value of all assets so sold by the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions Credit Parties and their Subsidiaries shall not exceed $1,000,000 in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (viv) after giving effect to such disposition, the Loan Credit Parties are in compliance on a pro forma basis with the covenant covenants set forth in Section 7.19Article VI, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licensesdispositions or discounts of delinquent notes or accounts receivable in connection with compromise, sublicenses, leases write down or subleases granted to third parties collection thereof in the Ordinary Course of Business not interfering or in connection with the business bankruptcy or reorganization of the Loan Parties applicable account debtors and dispositions of any securities received in any such bankruptcy or any of their Subsidiariesreorganization pursuant to Section 5.4(e); (e) dispositions constituting an Investment or Restricted Payment other transfers of Property (i) by any Credit Party to a Subsidiary that is not a Credit Party in transactions permitted under this Agreementby Section 5.4(b) so long as the fair market value of Property disposed of, when combined with Investments permitted by Section 5.4(b), do not exceed the amount set forth in Section 5.4(b), (ii) by any Credit Party or a Subsidiary thereof to another Credit Party (other than Holdings) and (iii) by any Subsidiary that is not a Credit Party to any Credit Party or any other Subsidiary that is not a Credit Party; (f) dispositions cancellation of warrants to purchase up to 250,000 shares of common stock of Vivex Biomedical, Inc. (to the extent in connection with an Event of Loss; provided that existence on the requirements of Section 2.05(bRestatement Effective Date) and Section 2.03(b) of on or after the Term Credit Agreement are complied with in connection therewithRestatement Effective Date; (g) dispositions any Event of the assets of any Non-Material SubsidiaryLoss that constitutes a Disposition; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregatetransactions permitted under Sections 5.3; (i) termination dispositions of Investments permitted by Section 5.4(p) in Permitted Joint Ventures to the extent required by, or made pursuant to, any buy/sell arrangement among relevant joint venture parties; (j) dispositions of Property of a lease Foreign Subsidiary as a result of enforcement of Liens permitted on such Property by Section 5.1(v); (k) transactions permitted under Section 5.1(l); (l) terminations of leases by the applicable Credit Party or Subsidiary of a Credit Party in the Ordinary Course of Business that is do not reasonably likely to result interfere in a Material Adverse Effect and does not result from a default by a Loan Partyany material respect with the business of the Credit Parties or their Subsidiaries; and (jm) any disposition described trade-ins and exchanges of equipment with third parties conducted in the Structure MemorandumOrdinary Course of Business to the extent substantially comparable (or better) equipment used in the operation of the business of any Credit Party is obtained in exchange therefor.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) ), or enter into any sale-leaseback transaction, or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions of inventory, or used, worn-out out, obsolete, uneconomical or surplus equipment or defaulted receivables for collectionequipment, all in the Ordinary Course of BusinessBusiness and the disposition of equipment to GSE Lining Technology Co. - Egypt S.A.E. as set forth on Schedule 5.2; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory Fair Market Value and notes receivablethe mandatory prepayment in the amount of the net proceeds of such disposition is made if and to the extent required by the Existing Indebtedness Documents); provided, that (i) at the time of any disposition, no Default or Event of Default shall exist or shall result from such disposition, (ii) not less than seventy-five percent (75% %) of the aggregate sales price from such disposition shall be paid in cashcash and shall be paid at the time of the closing of such disposition, (iii) such dispositions are made for fair market valuethe aggregate Fair Market Value of all assets so sold by the Credit Parties and their Subsidiaries, together, shall not exceed $5,000,000 in any Fiscal Year or $15,000,000 in the aggregate during the term of this Agreement, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) each such disposition is in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(barm’s length transaction, (v) no Stock or Stock Equivalents of the Term Credit Agreement or, if applicable, Second Lien Credit AgreementBorrower may be sold pursuant to this subsection 5.2(b), and (vvi) after giving effect no Stock or Stock Equivalents of any Subsidiary Guarantor may be sold pursuant to this subsection 5.2(b) unless all of the Stock and Stock Equivalents of such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been deliveredSubsidiary Guarantor is sold; (c) dispositions of Cash EquivalentsEquivalents for cash and at Fair Market Value; (d) licensestransactions permitted under subsection 5.1(l); (i) any Subsidiary of the Borrower may transfer any of its Property to the Borrower or any Subsidiary Guarantor and (ii) the Borrower may transfer any of its Property to any Subsidiary Guarantor so long as the Borrower does not transfer all or any material portion of its Property pursuant to this clause (e)(ii); (f) any Foreign Subsidiary of the Borrower may transfer any of its Property to any other Foreign Subsidiary of the Borrower; (g) transactions permitted under Section 5.9; (h) sales or discount, sublicensesin each case without recourse and in the Ordinary Course of Business, of Accounts arising in the Ordinary Course of Business, but only in connection with the collection or compromise thereof and not as part of any financing transaction; (i) transactions permitted by Section 5.3, issuances of Stock and Stock Equivalents by Holdings to the extent otherwise permitted hereunder and Investments permitted by Section 5.4; (j) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any Property of any Credit Party or any Subsidiary thereof provided the net proceeds thereof are applied (and/or reinvested) in accordance with subsection 1.8(c); (k) the abandonment or other disposition of Intellectual Property that is, in the reasonable good faith judgment of a Credit Party, no longer economically practicable or commercially desirable to maintain or useful in the conduct of the business of such Credit Party; (l) Liens permitted under Section 5.1 (to the extent constituting a transfer of Property); (m) terminations of operating leases by the applicable Credit Party or subleases granted to third parties Subsidiary of a Credit Party in the Ordinary Course of Business that do not interfering interfere in any material respect with the business of the Loan Credit Parties or their Subsidiaries and do not result in any of their Subsidiaries; (e) dispositions constituting an Investment material penalties to such Credit Party or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (hn) saletrade-leasebacks ins and exchanges of real estate, machinery and equipment with a value not to exceed $10,000,000 third parties conducted in the aggregateOrdinary Course of Business to the extent substantially comparable (or better) equipment useful in the operation of the business of any Credit Party is concurrently obtained in exchange therefor; (io) termination samples provided to customers or prospective customers in the Ordinary Course of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan PartyBusiness; and (jp) any disposition described in the Structure Memorandum.terminations of Rate Contracts..

Disposition of Assets. No Loan Party shallThe Borrower will not, and no Loan Party shall suffer or will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, sell, lease, assign, leasetransfer, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)its assets, except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all inventory in the Ordinary Course ordinary course of Businessbusiness; (b) dispositions of unnecessary, obsolete or worn out equipment and leases, sub-leases or licenses of property in the ordinary course of business for terms which do not otherwise permitted hereunder exceed, or which are made for fair market value cancelable by the Borrower within one year (excluding Accounts, Inventory and notes receivable); provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall other term as may be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), acceptable to the extent applicableAgent) and which leases, are complied with in connection therewith, provided that, all Net Cash Proceeds received sub-leases or licenses do not materially detract from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis or interfere with the covenant set forth in Section 7.19use or intended use of such property by the Borrower or such Subsidiary, recomputed for the most recent Fiscal Quarter for which financial statements have been deliveredas applicable; (c) sales, leases, or other dispositions of Cash Equivalentsvehicles so long as the Borrower uses the net proceeds of such sales to acquire replacement vehicles; (d) licensessales, sublicensesleases, leases or subleases granted other dispositions of assets by any Subsidiary to third parties in a Significant Subsidiary or to the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their SubsidiariesBorrower; (e) dispositions constituting an Investment the sale of the assets disclosed on Schedule 10.8 at any time that no Event of Default exists in one or Restricted Payment permitted under this Agreementmore arm's length transactions; provided that, each asset is sold for fair value, no Default would result therefrom, and the Net Cash Proceeds of such sale are delivered to the Agent for repayment of the Loans as required by subsection 5.4(b)(i); (f) dispositions in connection with the sale to third parties (each such third party or an Event Affiliate of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(bsuch third party, herein a "Route Purchaser") of lists of customers who provide raw materials to the Term Credit Agreement Borrower or a Subsidiary and the containers utilized to collect and store such materials (each a "Route Sale") if all the following conditions are complied satisfied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not respect to exceed $10,000,000 in the aggregate;each Route Sale: (i) termination No Event of Default exists as of the date of the sale or would result therefrom, including, without limitation, any Event of Default that might result therefrom because of the failure to comply with Section 11.3 (i.e., the Capital Expenditure covenant); (ii) such sale is made in connection with a corresponding purchase from the applicable Route Purchaser of a lease that is not reasonably likely list of customers who can provide raw materials to result the Borrower or a Subsidiary and a corresponding purchase of the containers utilized to collect and store such materials (the "Offsetting Purchase"); (iii) if the Net Cash Proceeds (calculated in a Material Adverse Effect and does not result accordance with clause (2) of the definition of Net Cash Proceeds) received from a default by a Loan PartyRoute Sale exceed the purchase price for the corresponding Offsetting Purchase, then the amount of the excess shall be delivered to the Agent for repayment of the Loans in accordance with subsection 5.4(b)(i); and provided that for purposes of this Agreement (j) any disposition described in including for the Structure Memorandum.purpose of determining the amount to be applied to the

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Restricted Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) make any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) Disposition or enter into any agreement to do make any of the foregoing (except subject to compliance with, or termination of, this Agreement)Disposition, except: (a) dispositions (i) Dispositions of inventory, or used, worn-out out, obsolete or surplus equipment property, whether not owned or defaulted receivables for collectionhereafter acquired, all (ii) Dispositions of Property that are no longer used or useful in the Credit Parties’ or their Subsidiaries’ business, and (iii) Dispositions to landlords of improvements made to leased Real Property pursuant to customary terms of leases entered into, in each case in the Ordinary Course of Business; (b) dispositions Dispositions of property not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)value; provided, provided that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cashcash or Cash Equivalents, and (iii) such dispositions are made for the aggregate fair market valuevalue of all assets so sold by the Credit Parties and their Subsidiaries, together, shall not exceed (ivx) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions $5,000,000 in any Fiscal Year under or (y) $20,000,000 in the aggregate during the term of this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions Dispositions of cash and Cash EquivalentsEquivalents in the Ordinary Course of Business; (d) sales, lapses, abandonments or other Dispositions of any immaterial Intellectual Property in the Ordinary Course of Business; (e) transactions permitted under Sections 5.1, 5.3, 5.4, 5.6 and 5.7; (f) licenses, sublicenses, leases or subleases (including any license or sublicense of Intellectual Property) granted to third parties that do not materially interfere with the business of the Credit Parties and their Restricted Subsidiaries; (g) Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Credit Party or any Restricted Subsidiary of any Credit Party; provided that the proceeds thereof are applied in accordance with subsection 1.8(c); (h) sales or discounting, on a non-recourse basis to any Credit Party, and in the Ordinary Course of Business, of past due Accounts in connection with the collection or compromise thereof that are not undertaken for the primary purpose of financing the Credit Parties; (i) Disposition of a nominal amount of Equity Interests in any Foreign Subsidiary in order to qualify members of the Board of Directors or equivalent governing body of such Foreign Subsidiary to the extent required by applicable foreign law; provided that, unless prohibited by applicable Requirement of Law, such Equity Interests shall be pledged to the Administrative Agent, for the benefit of the Secured Parties; (j) any swap of assets in exchange for services or other assets in the Ordinary Course of Business not interfering with of comparable or greater value or usefulness to the business of the Loan Credit Parties or and their respective Credit Parties as a whole, as determined in good faith by the management of the Borrower. (k) the unwinding of any of their SubsidiariesRate Contract pursuant to its terms; (el) dispositions constituting an Investment or Restricted Payment permitted under this Agreement;[reserved]; and (fm) dispositions in connection with an Event of Loss; provided that Dispositions by any Restricted Subsidiary to any wholly-owned Restricted Subsidiary (the requirements of Section 2.05(b) and Section 2.03(b“New Parent Subsidiary”) of the Term Credit Agreement are complied with type described in connection therewith; clauses (d), (g) dispositions and (h) of the assets definition of any Non-Material “Excluded Subsidiary” to the extent consisting of contributions or other Dispositions of Equity Interests in other Restricted Subsidiaries of the type described in clauses (d), (g) and (h) of the definition of “Excluded Subsidiary” to such New Parent Subsidiary; (hn) sale-leasebacks to the extent allowable under Section 1031 of real estatethe Code (or comparable or successor provision), machinery any exchange of like property (excluding any boot thereon permitted by such provision) for use in any business conducted by any Credit Party or any Restricted Subsidiary of any Credit Party that is not in contravention of Section 5.8; (o) Dispositions of property to the extent that the proceeds of such Disposition are promptly applied to the purchase price of similar replacement property; (p) Dispositions of inventory and equipment with a value not to exceed $10,000,000 goods held for sale in the aggregate;Ordinary Course of Business and immaterial assets in the Ordinary Course of Business; and (i) termination Permitted Receivables Transfers in connection with a Permitted Receivables Facility, so long as (other than with respect to any Permitted Receivables Transfers of Commission Receivables arising from the home and automobile segments of the Borrower’s business, the Net Proceeds of which are not required to be applied to prepay the Loans pursuant to the proviso to Section 1.8(c)), after giving Pro Forma Effect to such sale or other transfer, the Asset Coverage Ratio as of such date of determination is equal to the ratio as set forth in Section 6.1 hereof for the most recently ended Test Period and (ii) a Disposition of the Equity Interests of a lease that is Permitted Receivables SPV, solely to the extent not reasonably likely to result constituting Collateral hereunder, in a Material Adverse Effect and does not result from a default connection with the exercise of remedies by a Loan Party; and (j) any disposition described third-party lender or agent in each case pursuant to and in accordance with the Structure Memorandumterms of the applicable Permitted Receivables Facility Documents.

Disposition of Assets. No Loan Party shallBorrower shall not, and no Loan Party shall suffer or not permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) make any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)Disposition, except: (a) dispositions Dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all inventory (including Hydrocarbons) in the Ordinary Course ordinary course of Businessbusiness; (b) dispositions not otherwise permitted hereunder which are made Dispositions, for fair market value (excluding Accounts, Inventory and notes receivable); provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), worn-out and obsolete equipment not necessary or useful to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess conduct of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been deliveredbusiness; (c) dispositions Dispositions consisting of Cash Equivalentsany compulsory pooling or unitization ordered by a Governmental Authority with jurisdiction over Borrower’s or any of its Subsidiaries’ Oil and Gas Properties; (d) licensessubject to Section 2.9(c)(ii) and provided that no Default has occurred and is continuing or would result therefrom, sublicenses, leases or subleases granted to third parties in Dispositions of Oil and Gas Properties; provided that the Ordinary Course aggregate fair market value of Business not interfering with the business all such Oil and Gas Properties Disposed of between periodic redeterminations of the Loan Parties or any of their SubsidiariesBorrowing Base under Section 2.9(b) shall not exceed $1,000,000 (when aggregated with Dispositions permitted under Section 8.8(e) during the same period); (e) dispositions constituting an Investment subject to Section 2.9(c)(ii) and provided no Default has occurred and is continuing or Restricted Payment permitted would result therefrom, Dispositions of proved developed Oil and Gas Properties; provided that (i) all of the consideration received in respect of any such Disposition shall be cash, (ii) the consideration received shall be equal to or greater than the fair market value thereof (as reasonably determined by a Responsible Officer of Borrower, and if requested by Administrative Agent, Borrower shall deliver a certificate of a Responsible Officer of Borrower certifying to that effect), and (iii) the aggregate Borrowing Base value of all such proved developed Oil and Gas Properties Disposed of between periodic redeterminations of the Borrowing Base under this AgreementSection 2.9(b) shall not exceed 5% of the Borrowing Base in effect as of the then most recent periodic redetermination of the Borrowing Base under Section 2.9(b); (f) dispositions subject to Section 2.9(c)(ii), Dispositions of Oil and Gas Properties made pursuant to any Third Party Sale (as defined in any ORRI Conveyance) or similar sale in connection with an Event the exercise of Loss; provided that the requirements drag along right by NPI Holder, in accordance with Section 6.4 or other relevant section regarding such sale of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewithsuch ORRI Conveyance; (g) dispositions of the assets Disposition of any Non-Material Subsidiary;ORRI to NPI Holder pursuant to an ORRI Conveyance; and (h) sale-leasebacks of real estate, machinery and equipment with a value other Dispositions not to exceed $10,000,000 250,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result aggregate in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandumfiscal year.

Disposition of Assets. No Loan Party Without the prior written consent of the Term Agent, no Borrower shall, and no Loan Party Borrower shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer convey or otherwise dispose of (whether in one transaction or in a series of transactions) of any Property (including the Stock or Stock Equivalents of any Subsidiary of any Loan PartyBorrower, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject including by an allocation of assets among newly divided limited liability companies pursuant to compliance with, or termination of, this Agreementa “plan of division”), except: (a) dispositions Dispositions of inventoryInventory, or usedleases of broadcast subchannels, broadcast tower space and broadcast spectrum, excluding FCC Licenses, in the Ordinary Course of Business; (b) to the extent constituting Dispositions, licensing of Intellectual Property expressly permitted under Section 5.1(f); (c) Dispositions of worn-out out, obsolete or surplus equipment or defaulted receivables for collectionequipment, all in the Ordinary Course of Business; (bd) dispositions Dispositions of Property by any Loan Party to another Loan Party; (e) Subject to Section 1.7, Dispositions of Property (other than FCC Licenses, material Intellectual Property or any Property or asset that is necessary to operate any Station not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory under this Section 5.2) in an amount up to $2,000,000 in the aggregate in any Fiscal Year and notes receivable); provided, that (i) at no more than $5,000,000 in the time aggregate during the term of any disposition, this Agreement so long as no Event of Default shall exist then exists or shall result from such dispositionwould arise therefrom and the Borrowers are in compliance with the financial covenants set forth in Section 5.22, (ii) not less than 75% measured as of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) last day of the Term Credit Agreement or, if applicable, Second Lien Credit AgreementApplicable Reference Period at such time (but with Liquidity measured as of the date of, and (v) immediately after giving effect to to, such disposition, the Loan Parties are in compliance Disposition) and determined on a pro forma basis with as if such Disposition had occurred on the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions first day of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreementsuch Applicable Reference Period; (f) dispositions in connection with an Event of LossDispositions that constitute Investments permitted pursuant to Section 5.4; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith;and (g) dispositions so long as applied in accordance with Section 1.7(b), Dispositions resulting from casualty or condemnation proceedings. For the avoidance of the assets doubt, in no event may an FCC License Holder Dispose of any Non-Material Subsidiary; an FCC License (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default except where replaced by a Loan Party; and (j) any disposition described in the Structure Memorandumrenewed or modified main Station license for such station).

Disposition of Assets. No Loan Party shallThe Company will not, and no Loan Party shall suffer or will not permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, conveylicense, transfer transfer, assign or otherwise dispose of (of, whether in one or a series of transactions, all or substantially all of the assets of the Company and its Subsidiaries taken as a whole; provided that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, solely in connection with an internal restructuring, the Company or the Revolving Borrower may transfer all or substantially all of their assets (in one transaction or a series of transactions) any Property (including the Stock of to any Subsidiary of any Loan Party, the Company (whether existing prior to such disposition or created in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourseconnection therewith) or enter into any agreement to do any holding company so long as the direct or indirect holders of the foregoing voting Equity Interests of such holding company immediately following such transaction are substantially the same as the holders of voting Equity Interests of the Company immediately prior to such transaction, in each case organized and existing under the laws of the United States, any State thereof or the District of Columbia; provided that in any such case, the transferee entity shall, pursuant to documentation reasonably satisfactory to the Administrative Agent, executed and delivered to the Administrative Agent by such transferee entity, expressly assume all of the Company’s or the Revolving Borrower’s obligations, as the case may be, under this Agreement and the other Loan Documents and cause to be delivered such other customary documentation reasonably requested by the Administrative Agent including a favorable opinion of counsel to such transferee and information and documentation for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and Beneficial Ownership Regulation (except subject and upon such execution and delivery, such successor entity shall be the “Revolving Borrower” or “Company” hereunder, as applicable); provided, further, that each Guarantor shall, as a condition to compliance withsuch disposition, or termination ofpursuant to documentation reasonably satisfactory to the Administrative Agent, reaffirm all of its obligations and liabilities under this AgreementAgreement and the Loan Documents (including, without limitation, its Guarantee), except.” (g) Section 9.04(a) of the Credit Agreement is hereby amended as follows: (a) dispositions The provisions of inventorythis Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), or used, worn-out or surplus equipment or defaulted receivables for collection, all in the Ordinary Course of Business; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable); provided, except that (i) at other than as expressly permitted by Sections 6.03 and 6.09, the time Revolving Borrower may not assign or otherwise transfer any of their rights or obligations hereunder without the prior written consent of each Lender (and any disposition, no Event of Default attempted assignment or transfer by the Revolving Borrower without such consent shall exist or shall result from such disposition, be null and void) and (ii) not less than 75% of the aggregate sales price from such disposition no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be paid construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit or Swingline Lender that makes any Swingline Loan), Participants (to the extent provided in cash, paragraph (iiic) such dispositions are made for fair market value, (ivof this Section) the requirements of Section 2.05(b)(ii)and, to the extent applicableexpressly contemplated hereby, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess the Related Parties of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) each of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such dispositionAdministrative Agent, the Loan Parties are in compliance on a pro forma basis with Issuing Banks and the covenant set forth in Section 7.19Lenders) any legal or equitable right, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions remedy or claim under or by reason of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary;.” (h) sale-leasebacks Section 9.18 of real estate, machinery and equipment the Credit Agreement is hereby replaced in its entirety with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandum.following:

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) (i) dispositions of inventoryInventory in the Ordinary Course of Business, or (ii) dispositions of used, worn-out or surplus equipment or defaulted receivables for collectionother Property, or any sale, transfer, assignment, disposition, abandonment or lapse of Intellectual Property that is no longer commercially practicable, usable or desirable in the conduct of business, all in the Ordinary Course of Business, (iii) the leasing (including subleases) or licensing (including sublicensing) of intellectual property in the Ordinary Course of Business and which do not materially interfere with the business of the Borrower and its Subsidiaries, taken as a whole and (iv) returns of medical technology and/or related intellectual property to the seller or vendor thereof in exchange for a cancellation or a substantial reduction of the obligations of a Credit Party or its Subsidiary thereunder; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivablethe mandatory prepayment in the amount of the Net Proceeds of such disposition is made if and to the extent required by Section 1.8(c); provided, in each case, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% seventy percent (70%) of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for the aggregate fair market value, (iv) value of all assets so sold by the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions Credit Parties and their Subsidiaries shall not exceed $1,000,000 in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (viv) after giving effect to such disposition, the Loan Credit Parties are in compliance on a pro forma basis with the covenant covenants set forth in Section 7.19Article VI, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licensesdispositions or discounts of delinquent notes or accounts receivable in connection with compromise, sublicenses, leases write down or subleases granted to third parties collection thereof in the Ordinary Course of Business not interfering or in connection with the business bankruptcy or reorganization of the Loan Parties applicable account debtors and dispositions of any securities received in any such bankruptcy or any of their Subsidiariesreorganization pursuant to Section 5.4(e); (e) dispositions constituting an Investment or Restricted Payment other transfers of Property (i) by any Credit Party to a Subsidiary that is not a Credit Party in transactions permitted under this Agreementby Section 5.4(b) so long as the fair market value of Property disposed of, when combined with Investments permitted by Section 5.4(b), do not exceed the amount set forth in Section 5.4(b), (ii) by any Credit Party or a Subsidiary thereof to another Credit Party (other than Holdings) and (iii) by any Subsidiary that is not a Credit Party to any Credit Party or any other Subsidiary that is not a Credit Party; (f) dispositions cancellation of warrants to purchase up to 250,000 shares of common stock of Vivex Biomedical, Inc. (to the extent in connection with an Event of Loss; provided that existence on the requirements of Section 2.05(bRestatement Effective Date) and Section 2.03(b) of on or after the Term Credit Agreement are complied with in connection therewithRestatement Effective Date; (g) dispositions any Event of the assets of any Non-Material SubsidiaryLoss that constitutes a Disposition; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregatetransactions permitted under Sections 5.3; (i) termination dispositions of Investments permitted by Section 5.4(p) in Permitted Joint Ventures to the extent required by, or made pursuant to, any buy/sell arrangement among relevant joint venture parties; (j) dispositions of Property of a lease Foreign Subsidiary as a result of enforcement of Liens permitted on such Property by Section 5.1(v); (k) transactions permitted under Section 5.1(l); (l) terminations of leases by the applicable Credit Party or Subsidiary of a Credit Party in the Ordinary Course of Business that do not interfere in any material respect with the business of the Credit Parties or their Subsidiaries; (m) trade-ins and exchanges of equipment with third parties conducted in the Ordinary Course of Business to the extent substantially comparable (or better) equipment used in the operation of the business of any Credit Party is not reasonably likely to result obtained in a Material Adverse Effect and does not result from a default by a Loan Partyexchange therefor; and (jn) any the disposition described by the Borrower of the “Purchased Assets” as defined in, and pursuant to the terms of, that certain Asset Purchase Agreement by and between the Borrower, as seller, and MiRus LLC, as buyer, dated as of June 13, 2019 (the “Mirus Sale Agreement”); provided that such disposition is made for fair market value and the mandatory prepayment in the Structure Memorandumamount of the Net Proceeds of such disposition is made if and to the extent required by Section 1.8(c).

Disposition of Assets. No Loan Credit Party shallnor any Subsidiary shall dissolve, and no Loan Party shall suffer liquidate or permit sell, transfer, convey, license, lease, assign, factor or otherwise dispose of any of its properties or other assets, any Capital Stock of any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise), and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance withits Accounts or any of its other Investments, or termination of, this Agreementcease to own and control legally and beneficially Capital Stock of the Subsidiaries owned on the Closing Date representing 100% of the combined voting power of all of Capital Stock entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such Capital Stock that such Person has the right to acquire pursuant to any option right), exceptother than: (ai) the sale of Inventory in the ordinary course of business; (ii) dispositions of inventory, obsolete or used, worn-worn out or surplus equipment or defaulted receivables for collection, all fixtures no longer useful in the Ordinary Course business, whether now owned or hereafter acquired, in the ordinary course of Businessbusiness; (biii) so long as no Event of Default has occurred which is continuing or would result therefrom, sales of equipment now owned or hereafter acquired by any Credit Party in an aggregate amount not in excess of $250,000 during the term of this Agreement; (iv) (A) non-exclusive licenses of Intellectual Property in the ordinary course of business (other than to the extent such licenses would materially impair the security interests granted to the Administrative Agent, taken as a whole), or (B) the abandonment, cancellation, allowance to lapse or be dedicated to the public domain, any Intellectual Property (1) which are no longer material to the business of any Credit Party as determined in the good faith reasonable business judgment of the Credit Parties, or (2) as otherwise determined in such Credit Party’s good faith reasonable business judgment; (v) the AdParlor Sale; (vi) the True North Loyalty Sale; (vii) dispositions or transfers constituting (x) a Restricted Payment permitted by Section 7.04(a) and (y) an Investment permitted by Section 7.01; (viii) Notwithstanding anything to the contrary contained in this Section 7.05, the sale, lease, transfer or other disposition of property or assets not otherwise permitted hereunder which are made to exceed $250,000 in the aggregate in any Fiscal Year of Parent; provided that (A) such sale, lease, transfer or other disposition shall be for fair market value (excluding Accountsas determined by the management of the Borrower), Inventory and notes receivable); provided, that (iB) at least 75% of the time consideration received therefor by the Credit Parties or any such Subsidiary shall be in the form of any disposition, cash or Cash Equivalents and (C) no Event of Default shall exist or shall result therefrom; and (ix) other such dispositions (i) from a Credit Party or any Subsidiary to a Credit Party (so long as any such dispositiondisposition from a non- Credit Party to a Credit Party is for no greater than fair market value), (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, among non-Credit Parties or (iii) such dispositions are made for fair market value, (iv) from a Credit Party to a non-Credit Party so long as the requirements of Section 2.05(b)(ii), to aggregate value thereof does not exceed $100,000 in the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions aggregate in any Fiscal Year under this clause of Parent. Notwithstanding anything to the contrary set forth herein, (bA) in an aggregate amount in excess of $7,500,000 per annum except between Credit Parties, no Intellectual Property shall be paid in accordance with the subject of any dissolutions, liquidations, sales, transfers, conveyances, licenses, leases, assignments or other dispositions permitted pursuant to this Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and 7.05 (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant other than as set forth in Section 7.19clause (iv) above) and (B) no other asset included in the determination of the Borrowing Base shall be the subject of any dissolutions, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) liquidations, sales, transfers, conveyances, licenses, sublicensesleases, leases assignments or subleases granted other dispositions to third parties any non-Credit Party as provided in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandum7.05.

Disposition of Assets. No Loan Party shallThe Borrower shall not, and no Loan Party shall suffer or not permit any of its Subsidiaries to, directly or indirectly, at any time sell, assign, lease, convey, transfer abandon or otherwise dispose of any assets (whether other than obsolete or immaterial assets disposed of in one the ordinary course of business); provided, however, that if no Default exists or a series would be caused thereby, the Borrower and its Subsidiaries may: (i) (A) sell towers in the ordinary course of transactionsbusiness so long as the Net Proceeds are applied as provided in Section 2.6(a) any Property hereof or (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourseB) or enter into Tower Sale/Leaseback Transactions in the ordinary course of business; (ii) sell or dispose of assets or exchange assets for assets related to the Borrower's business, the aggregate net Cash Flow corresponding to which when aggregated with aggregate net Cash Flow corresponding to all other Permitted Asset Sales does not exceed (A) twenty-five percent (25%) of aggregate Cash Flow during any agreement to do any fiscal year of the foregoing Borrower or (except B) fifty percent (50%) of aggregate Cash Flow in the aggregate during the term of this Agreement, after giving effect to the proposed disposition of such assets; provided, however, that (1) the Borrower or such Subsidiary, as the case may be, receives consideration at the time of such disposition at least equal to the fair market value of the property subject to compliance with, or termination of, this Agreementsuch disposition; (2), except: (a) dispositions at least eighty percent (80%) of inventory, the consideration paid to the Borrower or used, worn-out or surplus equipment or defaulted receivables for collection, all such Subsidiary in connection with such disposition is in the Ordinary Course form of Business; cash or cash equivalents or (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable); provided, that (i) at the time consideration paid to the Borrower or such Subsidiary is determined in good faith by the Board of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% Directors of the aggregate sales price from Borrower, as evidenced by a board resolution, to be substantially comparable in type to the assets being sold; (3) in the event the Net Proceeds of such disposition shall be paid are not reinvested in cashassets related to the business of the Borrower within the immediately succeeding twelve month period, such Net Proceeds are applied as provided in Section 2.6(a) hereof; and (4) in the event the stated Leverage Ratio under Section 7.10 hereof is greater than or equal to 5.00:1 and the Net Proceeds from any sale or exchange of assets are not reinvested in assets related to the business of the Borrower within the immediately succeeding fifteen month period, such Net Proceeds are applied as provided in Section 2.7(a) hereof; and (iii) such dispositions are made for fair market valuesell accounts receivable, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) leases or other income streams which may be securitized in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in 75,000,000.00 pursuant to an asset securitization facility the aggregate; (i) termination terms and conditions of a lease that is not which shall be reasonably likely acceptable to result in a Material Adverse Effect the Co-Administrative Agents and does not result from a default by a Loan Party; and (j) any disposition described in the Structure MemorandumSyndication Agent.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Restricted Subsidiaries to, directly or indirectly, sell, assign, lease, license, convey, transfer transfer, abandon, dedicate to the public, or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Restricted Subsidiary of any Loan Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) (i) dispositions of inventoryInventory in the ordinary course of business and (ii) dispositions of worn-out, obsolete or surplus personal property, or used, worn-out or surplus equipment or defaulted receivables for collection, all any property no longer useful in the Ordinary Course conduct of Businessthe business of the Credit Parties and their Restricted Subsidiaries; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)value; provided, provided that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, disposition and (ii) to the extent the purchase price therefor for all such dispositions in the aggregate is in excess of the greater of (x) $7,000,000 and (y) 10.0% of Combined EBITDA (determined on a Pro Forma Basis for the most recently ended four Fiscal Quarter period for which financial statements have been delivered on the date of the relevant transaction), not less than 75% of the aggregate sales price from such disposition shall be paid in cash, Cash Equivalents (iiior marketable securities or other Property that is converted to cash or Cash Equivalents within 45 days of receipt thereof) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), or Designated Non-Cash Consideration to the extent applicable, are complied with in connection therewith, provided that, that the aggregate fair market value of all Net such Designated Non-Cash Proceeds received from dispositions in any Fiscal Year under this clause Consideration does not exceed the greater of (bx) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, 3,000,000 and (vy) after giving effect to such disposition, the Loan Parties are in compliance 4.0% of Combined EBITDA (determined on a pro forma basis with the covenant set forth in Section 7.19, recomputed Pro Forma Basis for the most recent recently ended four Fiscal Quarter period for which financial statements have been delivereddelivered on the date of the relevant transaction) (with the fair market value of each item of Designated Non-Cash Consideration being measured as of the time received); (c) (i) dispositions of cash and Cash Equivalents; provided that for the avoidance of doubt, this clause (c) shall not independently permit any Investment, any transaction with any Affiliate, or any Restricted Payment which is otherwise prohibited hereunder by Sections 5.4, 5.6 or 5.11 and (ii) conversions of Cash Equivalents into cash or other Cash Equivalents; (d) licensestransactions permitted under Section 5.1, sublicenses5.3, leases 5.11 or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries5.17; (e) dispositions constituting of Property to the extent that (i) such Property is exchanged for credit against the purchase price of similar replacement Property or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement Property; (f) sales, discounting or forgiveness of Accounts (other than Eligible Accounts) in the ordinary course of business or in connection with the collection or compromise thereof; (g) the abandonment, cancellation, lapse, or other disposition of Intellectual Property that is no longer used or useful in the conduct of the business of the Credit Parties or any of their respective Restricted Subsidiaries; (h) leases or subleases in the ordinary course of business (i) non-exclusive licenses or sublicenses in the ordinary course of business; (j) dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (i) any disposition by any Credit Party to any other Credit Party, (ii) any disposition by any Non-Credit Party to any other Non-Credit Party or any Credit Party and (iii) dispositions by any Credit Party to a Non-Credit Party not exceeding in the aggregate for all such dispositions pursuant to this clause (iii) $2,000,000 in any Fiscal Year; (l) [reserved]; (m) dispositions of any Non-Core Assets acquired in connection with any Permitted Acquisition or other Investment in compliance with Section 5.4; (n) the termination or unwinding of any Swap Agreements; (o) dispositions as a direct result of an Investment or Restricted Payment permitted under Event of Loss and the disposition of Property damaged as a result thereof; (p) Permitted Sale-Leaseback Transactions with an aggregate consideration not in excess of the greater of (i) $7,000,000 and (ii) 10% of Combined EBITDA of (determined on a Pro Forma Basis for the most recently ended four Fiscal Quarter period for which financial statements have been delivered on the date of the relevant transaction) for all such transactions during the term of this Agreement; (fq) dispositions made in connection order to comply with an Event order of Loss; provided that any Governmental Authority or any applicable Requirement of Law not exceeding the requirements greater of Section 2.05(b(x) $10,000,000 and Section 2.03(b(y) 15.0% of Combined EBITDA (determined on a Pro Forma Basis for the most recently ended four Fiscal Quarter period for which financial statements have been delivered on the date of the Term Credit Agreement are complied with in connection therewithrelevant transaction) during the term of this Agreement; (gr) dispositions any other disposition in an aggregate amount not exceeding the greater of (x) $15,000,000 and (y) 20.0% of Combined EBITDA (determined on a Pro Forma Basis for the most recently ended four Fiscal Quarter period for which financial statements have been delivered on the date of the relevant transaction) for all such transactions or series of transactions during the term of this Agreement; and (s) Disposition of the Xxxxxxx Property and/or Brickhaven Property after payment of the Riverbend/Xxxxxx Contract Termination Fee by Duke Energy. Notwithstanding anything in this Section 5.2 to the contrary, with respect to any disposition of (1) Borrowing Base Assets, (2) any of the Stock of Allied or any Subsidiary of Allied which is a Borrower, (3) more than 50% of the Stock of Allied Parent (to any Person which is not a Permitted Holder), or (4) the sale of all or substantially all of the assets of Allied Parent or any Non-Material Subsidiary; of its Subsidiaries, in each case, otherwise permitted by the terms of Section 5.2(b), (hd), (e), (k)(iii), (m) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; or (r): (i) termination the Payment Conditions shall have been satisfied of a lease that is not reasonably likely time of such disposition, (ii) the Borrowers shall have delivered to result Agent an updated Borrowing Base Certificate giving effect to such disposition no more than five Business Days before such disposition if more than 5% of the assets included in a Material Adverse Effect and does not result from a default the most recent calculation of the Borrowing Base are being disposed of (directly or indirectly (including, by a Loan Party; and (j) way of example, any disposition described of Stock of any Person having Borrowing Base Assets)) pursuant to such disposition (or any series of related dispositions), (iii) the Fixed Charge Coverage Ratio shall be equal to or greater than 1.00 to 1.00 for the four Fiscal Quarter period most recently ended for which financial statements are required to have been delivered to the Agent pursuant to Section 4.1 (calculated on a Pro Forma basis giving effect to such disposition as if such disposition had been consummated on the first day of such four Fiscal Quarter period); and (iv) the Borrowers shall have delivered to Agent, no less than five Business Days before such disposition, Projections of the Borrowers and their Restricted Subsidiaries for the 12 Fiscal Months following the date of such disposition, prepared on a month-to-month basis an demonstrating (on a Pro Forma basis giving effect to such disposition) (A) compliance with the financial covenants set forth in Section 6.1 as of the Structure Memorandumend of each such Fiscal Month (regardless of whether a Financial Covenant Testing Period then exists) and (B) Availability as of the end of each such Fiscal Month.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) (i) dispositions of inventoryInventory, (ii) dispositions of worn out, obsolete or surplus personal property, or used, worn-out or surplus equipment or defaulted receivables for collection, all any property no longer useful in the Ordinary Course conduct of Businessthe business of the Credit Parties and their Subsidiaries and (iii) any abandonment, cancellation or lapse of any Intellectual Property that is both (x) not material and (y) no longer commercially practicable, necessary or desirable to maintain or useful in the conduct of the business of the Credit Parties and their Subsidiaries; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivablethe mandatory prepayment in the amount of the Net Proceeds of such disposition is made if and to the extent required by Section 1.8(c); provided, provided that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, and (ii) not less than 75to the extent the purchase price therefor is in excess of $1,000,000, 100% of the aggregate sales price from such disposition shall be paid in cash, cash or Cash Equivalents (iii) such dispositions are made for fair market value, (iv) the requirements or marketable securities or other Property that is converted to cash or Cash Equivalents within 45 days of Section 2.05(b)(iireceipt thereof), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) (i) dispositions of cash and Cash Equivalents; provided that for the avoidance of doubt, this clause (c) shall not independently permit any Investment, any transaction with any Affiliate, or any Restricted Payment which is otherwise prohibited hereunder by Sections 5.4, 5.6 or 5.7 and (ii) conversions of Cash Equivalents into cash or other Cash Equivalents; (d) licensestransactions permitted under Section 5.1, sublicenses5.3, leases 5.7 or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries5.13; (e) dispositions constituting an Investment of Property to the extent that (i) such Property is exchanged for credit against the purchase price of similar replacement Property or Restricted Payment permitted under this Agreement(ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement Property; (f) dispositions sales, discounting or forgiveness of Accounts in the ordinary course of business or in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewithcollection or compromise thereof; (g) dispositions of the assets of any Non-Material Subsidiary[reserved]; (h) sale-leasebacks leases, subleases, licenses or sublicenses (including the provision of real estatesoftware under an open source license), machinery and equipment with a value not to exceed $10,000,000 in each case in the aggregateordinary course of business; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and[reserved]; (j) any disposition described by any Credit Party to any other Credit Party; (k) [reserved]; (l) [reserved]; (m) the termination or unwinding of any Rate Contract with a net termination value payable by a Credit Party or any Subsidiary of a Credit Party not in excess of $1,000,000; (n) dispositions as a direct result of an Event of Loss and the Structure Memorandumdisposition of Property damaged as a result thereof; provided that the Net Proceeds of such dispositions are applied pursuant to Section 1.8(c) to the extent required thereby; (o) [reserved]; (p) dispositions made in order to comply with an order of any Governmental Authority or any applicable Requirement of Law not to exceed $5,000,000 during the term of this Agreement; and (q) dispositions not otherwise permitted hereunder in an aggregate amount not to exceed $5,000,000 for all such transactions during the term of this Agreement.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) make any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) Disposition or enter into any agreement to do make any of the foregoing (except subject to compliance with, or termination of, this Agreement)Disposition, except: (a) dispositions (i) Dispositions of inventory, or used, worn-out out, obsolete or surplus equipment property, whether now owned or defaulted receivables for collectionhereafter acquired, all (ii) Dispositions of Property that are no longer used or useful in the Credit Parties’ or their Subsidiaries’ business, and (iii) Dispositions to landlords of improvements made to leased Real Property pursuant to customary terms of leases entered into, in each case in the Ordinary Course of Business; (b) dispositions Dispositions of property (excluding Equity Interests in Subsidiaries) not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)value; provided, provided that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cashcash or Cash Equivalents, and (iii) such dispositions are made for the aggregate fair market valuevalue of all assets so sold by the Credit Parties and their Subsidiaries, together, shall not exceed (ivx) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions $10,000,000 in any Fiscal Year under this clause or (by) $20,000,000 in an the aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of following the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been deliveredFourth Amendment Effective Date; (c) dispositions Dispositions of cash and Cash EquivalentsEquivalents in the Ordinary Course of Business; (d) sales, lapses, abandonments or other Dispositions of any immaterial Intellectual Property in the Ordinary Course of Business; (e) transactions permitted under Sections 5.1 (other than subsections 5.1(w) and/or 5.1(z)(ii)), 5.3 (other than subsection 5.3(e)), 5.4 (other than subsections 5.4(d) and/or 5.4(y)), 5.6 (other than subsection 5.6(a)) and 5.7 (other than subsection 5.7(g)); (f) licenses, sublicenses, leases or subleases (including any license or sublicense of Intellectual Property) granted to third parties that do not materially interfere with the business of the Credit Parties and their Subsidiaries; (g) Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Credit Party or any Subsidiary of any Credit Party; provided that the proceeds thereof are applied in accordance with subsection 1.8(c) to the extent not employed for the purpose of replacing the assets subject to such events; (h) sales or discounting, on a non-recourse basis to any Credit Party, and in the Ordinary Course of Business not interfering with the business Business, of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions past due Accounts in connection with an Event the collection or compromise thereof that are not undertaken for the primary purpose of Loss; provided that financing the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregateParties; (i) termination [reserved]; (j) [reserved]; (k) the unwinding of any Rate Contract pursuant to its terms; (l) [reserved]; (m) [reserved](x) Dispositions to the SPV Subsidiaries and/or the ABS Note Subsidiaries that are required pursuant to the terms of the ABS Documentation and (y) Permitted Receivables Transfers in connection with a lease that is not reasonably likely to result Permitted Receivables Facility and in a Material Adverse Effect and does not result from a default by a Loan Partyaccordance with the terms of the applicable Permitted Receivables Facility Documents; and (jn) to the extent allowable under Section 1031 of the Code (or comparable or successor provision), any disposition described exchange of like property (excluding any boot thereon permitted by such provision) for use in the Structure Memorandumany business conducted by any Credit Party or any Subsidiary of any Credit Party that is not in contravention of Section 5.8.

Disposition of Assets. No Loan Party shall, and no Loan Party shall suffer or permit any of its Subsidiaries to, directly Directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (property, including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) recourse (each, an “Asset Disposition”), or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions of inventory, inventory or used, worn-out or surplus rental equipment or defaulted receivables for collection, all and collection of accounts in the Ordinary Course ordinary course of Businessbusiness; (b) the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment; and (c) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)value; provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) the aggregate value of all assets so sold by the Loan Parties after the date hereof shall not less than 75% exceed $1,500,000 in any single transaction or $2,000,000 in any fiscal year without the prior written consent of the aggregate sales price from such disposition shall be paid in cashAgent, and (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received of any such disposition (which shall mean the gross sale price less commissions, if any, arising from dispositions such disposition, less all amounts paid to holder(s) of Permitted Liens on the property disposed in any Fiscal Year under this clause (breturn for releases of such Permitted Liens, and less all fees, costs and expenses incurred as a result of such disposition) in an aggregate amount in excess of $7,500,000 per annum shall be 500,000 are either (A) paid in accordance with Section 2.03(bto the Agent for application to the Obligations pursuant to Subsection 2.08(d), or (B) utilized within 180 days of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, disposition for the purchase of property of a similar nature and purpose as that property which was disposed. Upon any Asset Disposition permitted by this Section (v) after giving effect and subject to such disposition, compliance by the Loan Parties are in compliance on a pro forma basis with the covenant set forth conditions of this Section), the Agent shall execute such UCC financing statement amendments (partial releases) and other Lien releases as may be requested by the Borrowers and as may be reasonably necessary in Section 7.19, recomputed for order to permit the most recent Fiscal Quarter for property which financial statements have been delivered; (c) dispositions is the subject of Cash Equivalents; (d) licenses, sublicenses, leases such Asset Disposition to be sold or subleases granted to third parties in the Ordinary Course conveyed free and clear of Business not interfering with the business any Liens of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure MemorandumAgent.

Disposition of Assets. No (i) In the event of any Asset Disposition by any Loan Party or any Restricted Subsidiary (other than as permitted by Section 8.3 (a), (b), (c), (d), (g), (i), (j) or (k) thereof), the Borrower shall, and no within 365 days following each date on which any Loan Party shall suffer or permit any Restricted Subsidiary received any Net Available Proceeds from any Asset Disposition that are not otherwise Reinvested apply 100% of any such Net Available Proceeds towards the prepayment of the Loans; (ii) in the event of the consummation of any Permitted Midstream Disposition Transaction, the Borrower shall, (x) within 18 months following each date on which any Loan Party or any Restricted Subsidiary received any Net Available Proceeds from any Permitted Midstream Disposition Transaction apply such Net Available Proceeds that are not Reinvested up to an amount equal to 75% of such Net Available Proceeds towards the prepayment of the Loans and (y) within 24 months following each date on which any Loan Party or any Restricted Subsidiary received any Net Available Proceeds from a Permitted Midstream Disposition Transaction apply such Net Available Proceeds that are not Reinvested or otherwise prepaid up to an amount equal to 100% of such Net Available Proceeds towards the prepayment of the Loans; and (iii) upon the occurrence of any Casualty Event with respect to any Property of Vista or any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all in the Ordinary Course of Business; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable); provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such dispositionRestricted Subsidiaries, the Loan Parties are in compliance Borrower shall, within 365 days following each date on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties Vista or any of their Subsidiaries; (e) dispositions constituting an Investment or its Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Subsidiaries receive any Net Available Proceeds from any Recovery Event that are not Reinvested apply 100% of Loss; provided that such Net Available Proceeds to the requirements of Section 2.05(b) and Section 2.03(b) prepayment of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure MemorandumLoans.

Disposition of Assets. No Loan Party shall, and no Loan Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) dispositions The Borrower will not become a party to or agree to or effect any sale, transfer, conveyance, lease or other disposition of inventoryassets, other than pursuant to Section 9.5.2 or used(a) the sale of Investments permitted pursuant to Section 9.3 hereof, worn-out or surplus equipment or defaulted receivables for collection, all (b) leases of assets in the Ordinary Course ordinary course of Business;business consistent with past practices, (c) in connection with a substitution pursuant to either Sale Agreement, (d) sales of Containers to Persons that are not Sanctioned Persons for Net Cash Sales Proceeds of not less than the sum of the then Discounted Net Present Value of Receivables of the Containers and/or Leases to be sold, regardless of whether such sales are considered to have been made in the ordinary course of business, (e) so long as a Default or Event of Default is not then continuing or would result from such sale of Containers and/or Leases, sales of Containers and/or Leases, in the ordinary course of business (including any such sales resulting from the sell/repair decision of the Manager) to Persons that are not Sanctioned Persons regardless of the amount of Net Cash Sales Proceeds realized therefrom, (f) in connection with a sale to a Lessee or its designee pursuant to the terms of a Finance Lease, and (g) sales of obsolete or irreparably damaged Containers to Persons that are not Sanctioned Persons. (b) dispositions The Borrower will not otherwise permitted hereunder which are made for fair market value (excluding Accountsbecome a party to or agree to or effect any sale, Inventory and notes receivable); providedtransfer, that (i) at the time conveyance, lease or other disposition of any disposition, no Event of Default shall exist all or shall result from such disposition, (ii) not less than 75% substantially of the aggregate sales price from such disposition shall be paid in cashContainers subject to a Finance Lease unless, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) immediately after giving effect to such dispositiontransaction, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandumno Asset Base Deficiency would then exist.

Disposition of Assets. No Loan Credit Party shall, and no Loan nor shall any Credit Party shall suffer or permit any of its Restricted Subsidiaries to, directly Transfer all or indirectlyany part of its business, sell, assign, lease, convey, transfer assets or otherwise dispose property of (whether in one or a series of transactions) any Property kind whatsoever (including the Stock of any Subsidiary of any Loan PartyCapital Stock), whether in a public real, personal or a private offering mixed and whether tangible or otherwiseintangible, and accounts and notes receivable, with whether now owned or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)hereafter acquired, except: (a) dispositions Transfers of inventoryobsolete, damaged, surplus or usedworn out property, worn-out whether now owned or surplus equipment or defaulted receivables for collectionhereafter acquired, all in the Ordinary Course ordinary course of Businessbusiness; (b) dispositions the liquidation, sale or use of Permitted Investments; (c) subject to Section 6.8 (if applicable) and Section 6.7(d), any Transfer of physical assets or properties by any Restricted Operating Company Subsidiary, to the extent permitted under the Project Financing Documents; (d) Transfers by any Borrower or Restricted Subsidiary not otherwise permitted hereunder which are made for fair market value (excluding Accountsby this Section 6.7; provided that, Inventory and notes receivable); provided, that (i) no Default or Event of Default has occurred and is continuing at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) immediately after giving effect to such dispositionTransfer; (ii) with respect to any Transaction resulting in Net Asset Sale Proceeds in excess of $50,000,000 the US Borrower shall deliver to the Administrative Agent a certificate of its chief executive officer, the Loan Parties are in chief financial officer, treasurer or controller (or similar officer or representative) demonstrating compliance with Section 6.6 on a pro forma basis, such compliance to be determined on the basis with of the covenant set forth financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 5.1(a) or (b) (or the equivalent provisions of the Existing Credit Agreement if no financial information shall have yet been delivered pursuant to Section 5.1(a) or (b)) as though such Transfer had been consummated as of the first day of the fiscal period covered thereby; and (iii) the Net Asset Sale Proceeds received by the Credit Parties in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions excess of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties $50,000,000 in the Ordinary Course aggregate in any Fiscal Year or $100,000,000 in the aggregate during the term of Business not interfering this Agreement shall, in each case, be applied in accordance with the business of the Loan Parties or any of their SubsidiariesSection 2.12(a) (including giving effect to all exceptions and allowances thereunder); (e) dispositions constituting an Investment Transfers of equipment or Restricted Payment permitted under this Agreementreal property to the extent that such property is exchanged for credit against the purchase price of similar replacement property; (f) dispositions in connection with an Event Transfers of Lossproperty, or issuances of its Capital Stock, by any Restricted Subsidiary to a Borrower or to another Restricted Subsidiary that is wholly-owned, directly or indirectly, by a Borrower; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith;and (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default Transfers permitted by a Loan Party; and (j) any disposition described in the Structure MemorandumSections 6.4 or 6.11.

Disposition of Assets. No Loan Party shallThe Borrowers will not, and no Loan Party shall suffer or will not permit any of its their Subsidiaries to, directly become a party to or indirectlyagree to or effect any Asset Sale or other disposition of assets, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: other than (a) dispositions the sale of inventory, the sale or usedother disposition of doubtful, worn-out or surplus equipment bad, overdue or defaulted receivables for collection(that does not constitute a financing arrangement), all the licensing of intellectual property, the disposition of obsolete assets, and the sale or transfer of assets between Subsidiary Borrowers, in each case in the Ordinary Course ordinary course of Business; business, (b) dispositions not otherwise permitted hereunder the sale of assets (which are made may include the assets of Borrowers' commercial, industrial or pump business lines) in arms-length transactions for fair market value (excluding Accounts, Inventory and notes receivable); provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market reasonable value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under with respect to this clause (b) in an aggregate amount in excess (i) no Default or Event of $7,500,000 per annum Default shall have occurred and be paid in accordance with Section 2.03(b) continuing at the time of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, such sale and (v) no Default or Event of Default will exist after giving effect to such dispositionAsset Sale; (ii) at least seventy five percent (75%) of the purchase price for such assets is received in cash and the Net Cash Sale Proceeds from such sales are applied as provided in ss.ss.2.12.2 and 3.3.3 hereof, (iii) any promissory note or other instrument received by the Company or any of its Subsidiaries in connection with such sale is an Investment permitted by ss.9.3 hereof, and the Company or such Subsidiary, as applicable, has delivered such promissory note or other instrument to the Agent to be held in pledge for the benefit of itself and the Banks in accordance with the terms of the Loan Parties are Documents; (iv) the aggregate value of all assets sold in any Asset Sale is not more than $10,000,000 in any fiscal year and (v) the Company shall have delivered to the Agent on the date of such sale a certificate signed by an authorized officer of the Company and evidence satisfactory to the Agent showing compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; provisions of clauses (i) through (iv) of this ss.9.5.2 and (c) dispositions the sale by the Company of Cash Equivalents; certain real property located in Milford, Massachusetts which is subsequently leased by the Company or any Subsidiary, provided, no Default or Event of Default has occurred and is continuing or would exist as a result thereof and the aggregate sale price does not exceed $1,500,000. Notwithstanding anything to the contrary contained in this ss.9.5, neither the Company nor any of its Subsidiaries shall be permitted to dispose of any assets or take (dor omit to take) licensesany action in connection with any Asset Sale or other asset disposition or engage in any other transaction which action (or omission) would require or result in any repayment, sublicensesrepurchase or redemption (or any mandatory offer to repay, leases repurchase or subleases granted to third parties in redeem) by the Ordinary Course of Business not interfering with the business of the Loan Parties Company or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) its Subsidiaries of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of Subordinated Notes pursuant to the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure MemorandumSubordinated Indenture.

Disposition of Assets. No Loan Party shall, and no Loan Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of Company may (whether in one transaction or a series of transactions) make any Property (including the Stock of any Subsidiary of any Loan PartyDisposition, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do make any of the foregoing Disposition (except subject other than to Borrower or another Subsidiary in compliance with, or termination of, this Agreementwith Section 9.6), except: (a) dispositions Dispositions of inventory, or (i) Inventory in the ordinary course of business and (ii) used, worn-obsolete, worn out or surplus equipment Equipment or defaulted receivables for collection, all property in the Ordinary Course ordinary course of Businessbusiness; (b) Dispositions of assets to Borrower or any Loan Party (other than sales, transfers and dispositions not of assets otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivablehereunder); provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions Dispositions of Cash Equivalents;all or substantially all of the assets of Gulf Marine Fabricators, L.P. in one or more transactions; provided that the Net Proceeds from such Dispositions are received by Borrower as a dividend declared and made by Gulf Marine Fabricators, L.P. (through its general and limited partners)or otherwise received by Borrower promptly and in any event within 10 days after consummation of each transaction. (d) licenses, sublicenses, leases Dispositions of Accounts (excluding sales or subleases granted to third parties dispositions in the Ordinary Course of Business not interfering a factoring arrangement) in connection with the business of the Loan Parties compromise, settlement or any of their Subsidiariescollection thereof; (e) dispositions constituting an Investment or Restricted Payment permitted under this AgreementDispositions of Permitted Investments; (f) dispositions in connection with an Event of Loss; provided that the requirements of Sale and Leaseback Transactions permitted by Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith9.6; (g) dispositions Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the assets of Borrower or any Non-Material Subsidiary; (h) sale-leasebacks of real estateprovided that no Default or Potential Default shall then exist or arise as a result, machinery and equipment with a value not to exceed $10,000,000 in the aggregate;Subject Dispositions, (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default Dispositions permitted by a Loan PartySection 9.3(a); and (j) any disposition described other Dispositions not to exceed individually or in the Structure Memorandumaggregate during any calendar year, $20,000,000.

Disposition of Assets. No Loan Party shallThe Company shall not, and no Loan Party shall suffer or not permit any of its Subsidiaries Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collectionequipment, all in the Ordinary Course ordinary course of Businessbusiness; (b) the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment; (c) dispositions not otherwise permitted hereunder (including the disposition of all of the capital stock of any operating Subsidiary and including a disposition pursuant to a sale and lease-back transaction) which are made for fair market value if the fair market value of all assets so disposed of by the Company and its Subsidiaries under this CLAUSE (excluding Accounts, Inventory and notes receivable)C) does not exceed in the aggregate $10,000,000; provided, PROVIDED that (i) at the time of any disposition, no Event of Default or Unmatured Event of Default shall exist or shall will result from such disposition, (ii) not less than at least 75% of the aggregate sales price consideration received by the Company or such Subsidiary from such disposition shall be paid is in cash, cash or Cash Equivalent Investments and (iii) such dispositions the proceeds thereof are made for fair market value, (ivapplied as provided in SUBSECTIONS 2.8(a) the requirements of Section 2.05(b)(iiand 2.8(b), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases mergers expressly permitted by SECTION 8.3 or subleases granted to third parties in the Ordinary Course of Business not interfering with the business transfers by any Wholly-Owned Subsidiary of the Loan Parties Company of its assets upon its liquidation to the Company or any of their Subsidiariesits Wholly-Owned Subsidiaries (subject, in the case of any such transfer to a foreign Subsidiary, to the limitations of SECTION 8.4); (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreementthe sale of patents, trademarks and other intellectual property to Rovcal pursuant to documentation reasonably acceptable to the Required Lenders; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewithVARTA Exchange; (g) dispositions the sale of the assets of any NonKmart Pre-Material Subsidiary;Petition Receivables; and (h) salein addition to any other disposition permitted by this SECTION 8.2, the sale or disposition of any assets (including the disposition of all of the capital stock of any operating Subsidiary and including a disposition pursuant to a sale and lease-leasebacks back transaction) if the fair market value of real estate, machinery all assets so disposed of by the Company and equipment with a value its Subsidiaries under this CLAUSE (H) does not to exceed $10,000,000 5,000,000 in the aggregate; ; PROVIDED that (i) termination at the time of a lease that is not reasonably likely to result in a Material Adverse Effect and does not any disposition, no Event of Default or Unmatured Event of Default shall exist or will result from a default by a Loan Party; and such disposition and (jii) any disposition described the proceeds thereof are applied as provided in the Structure MemorandumSUBSECTIONS 2.8(a) and 2.8(b).

Disposition of Assets. No Loan Party shallEach of the Credit Parties will not, and no Loan Party shall suffer will not permit or permit cause any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) all or any Property portion of its assets, business or properties (including the including, without limitation, any Capital Stock of any Subsidiary of any Loan PartySubsidiary), whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement arrangement with any Person providing for the lease by a Credit Party or any Subsidiary as lessee of any asset that has been sold or transferred by such Credit Party or such Subsidiary to such Person, or agree to do any of the foregoing (foregoing, except subject to compliance with, or termination of, this Agreement), exceptfor: (a) dispositions sales of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all inventory in the Ordinary Course ordinary course of Businessbusiness; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable); provided, that the sale or exchange of used or obsolete equipment to the extent (i) at the time proceeds of such sale (A) are applied towards, or such equipment is exchanged for, replacement equipment or (B) do not exceed $25,000 in the aggregate for any dispositionfiscal quarter or (ii) such equipment is no longer necessary for the operations of a Credit Party or its applicable Subsidiary in the ordinary course of business; (c) the sale, lease or other disposition of assets by any Subsidiary to any Credit Party if, immediately after giving effect thereto, no Default or Event of Default shall exist would exist; (d) sales of receivables by OCA Japan Co., Ltd. on a non-recourse basis in an aggregate amount not to exceed $5,000,000; (e) subject to Section 3.3(b)(v), Service Agreement Buy-Outs of Litigating ORAL Affiliated Practices; (f) Service Agreement Buy-Outs of Affiliated Practices (other than Litigating ORAL Affiliated Practices) resulting in proceeds or shall result from such disposition, settlement amounts (ii) not less than 75% of the aggregate sales price from such disposition shall be whether paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (bcash or otherwise and whether or not accrued or deferred) in an aggregate amount not to exceed $25,000,000; provided, that any proceeds in excess of $7,500,000 per annum shall 20,000,000 must be paid forwarded to the Administrative Agent in accordance with Section 2.03(b3.3(b)(ii) and applied in accordance with Section 3.3(c) and may not be reinvested in accordance with the terms of Section 3.3(b)(ii) and Section 8.4(g); and (g) other sales or dispositions of assets for fair value and for cash; provided that (i) the Net Cash Proceeds from such sales or dispositions do not exceed $5,000,000 in the aggregate for the Credit Parties and their Subsidiaries during any fiscal year, (ii) such Net Cash Proceeds are either (A) immediately delivered to the Administrative Agent for application in prepayment of the Term Loans, Revolving Loans and Cash Collateralization of the L/C Obligations in accordance with the provisions of Sections 3.3(b) and (c) or (B) expended to acquire assets or properties or otherwise reinvested in the businesses of the Credit Agreement orParties and their Subsidiaries (other than through the purchase, redemption, retirement or acquisition of common Capital Stock of the Borrower) in accordance with the terms of this Section 8.4(g), (iii) if applicablesuch Net Cash Proceeds are to be reinvested in accordance with the foregoing clause (ii), Second Lien (A) the Borrower shall deliver to the Administrative Agent promptly upon receipt of such Net Cash Proceeds a certificate from a Responsible Officer stating that a Credit AgreementParty intends to use such Net Cash Proceeds to acquire assets or properties or otherwise reinvest such Net Cash Proceeds in the businesses of the Credit Parties and their Subsidiaries within 180 days of the receipt of such Net Cash Proceeds, (B) the Borrower shall deliver to the Administrative Agent within 120 days after receipt of such Net Cash Proceeds a certificate from a Responsible Officer specifying the assets or properties to be acquired with such Net Cash Proceeds or how such Net Cash Proceeds will be reinvested in the businesses of the Credit Parties and their Subsidiaries and (C) such Net Cash Proceeds shall be reinvested within 180 days of the receipt thereof; it being expressly agreed that any Net Cash Proceeds not so reinvested shall be delivered to the Administrative Agent for application in prepayment of the Term Loans, Revolving Loans and Cash Collateralization of the L/C Obligations in accordance with the provisions of Sections 3.3(b) and (c) immediately thereafter, (iv) such sale or disposition does not consist of any of the Capital Stock of any Subsidiary and (v) immediately after giving effect to such dispositionthereto, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases no Default or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure MemorandumDefault would exist.

Disposition of Assets. No Loan Party shallThe Company will not, and no Loan Party shall suffer or will not permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, conveylicense, transfer transfer, assign or otherwise dispose of (any of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all other than inventory sold in the Ordinary Course ordinary course of Business; (b) dispositions not otherwise permitted hereunder business upon customary credit terms, sales of scrap or obsolete material or equipment and sales of fixed assets the proceeds of which are made for fair market used to purchase other property of a similar nature of at least equivalent value (excluding Accountswithin 180 days of such sale, Inventory and notes receivable); provided, however, that this Section 10.9 shall not prohibit any such sale, lease, license, transfer, assignment or other disposition if (i) at the time aggregate book value (disregarding any write-downs of such book value other than ordinary depreciation and amortization) of all of the business, assets, rights, revenues and property disposed of shall be less than, in any dispositionfiscal year of the Company, fifteen percent (15%) of the aggregate book value of the Consolidated Total Assets as of the end of the immediately preceding fiscal year, and (ii) immediately after such transaction, no Default or Event of Default shall exist or shall result from have occurred and be continuing, and provided, further, that this Section 10.9 shall not prohibit any such dispositionsale or other disposition of a Dealer Subsidiary so long as (a) the aggregate book value (disregarding any write-downs of such book value other than ordinary depreciation and amortization) of all such dispositions of Dealer Subsidiaries, excluding any dispositions of Dealer Subsidiaries permitted under clause (iii) of this Section 10.9, in any fiscal year shall not less than 75exceed 5% of the aggregate sales price from such disposition shall be paid in cashbook value of the Consolidated Total Assets as of the end of the immediately preceding fiscal year, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause and (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement orboth before and immediately after such transaction, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases no Default or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) Default shall exist or shall have occurred and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandumbe continuing.

Disposition of Assets. No Loan Party shallThe Company shall not, and no Loan Party shall suffer or not permit any of its Subsidiaries Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (ai) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collectionequipment, all in the Ordinary Course ordinary course of Businessbusiness; (bii) the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment; (iii) the sale of all of the stock of Air-Cure, Inc. (including its Subsidiary, Air-Cure Service, Inc.) and Pipkxxx Xxxironmental Technologies, Inc.; and (iv) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)value; provided, provided that (ia) at the time of any disposition, no Event of Default or Default shall exist or shall will result from such disposition, (iib) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iiic) within 30 days of any such dispositions are made for fair market valuedisposition, (iv) the requirements Company shall apply the proceeds therefrom toward payment of the Senior Debt if required by Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b2.7(b) of the Term Credit Agreement or, if applicable, Second Lien Senior Credit Agreement, and as in effect on the date hereof, (vd) after giving effect to such disposition, the Loan Parties are in compliance aggregate net book value of all assets of the Company and its Subsidiaries disposed of (on a pro forma basis with consolidated basis) during the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions period of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course 12 consecutive months immediately preceding such disposition shall not exceed 25% of Business not interfering with the business consolidated net tangible assets of the Loan Parties Company and its Subsidiaries as of the end of the fiscal quarter immediately preceding or any of their Subsidiaries; coinciding with such disposition, and (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event any such disposition (or series of Loss; provided that related dispositions) with a fair market value estimated by the requirements Company in good faith to be in excess of Section 2.05(b) and Section 2.03(b) $500,000, the board of directors of the Term Credit Agreement are complied Company shall have determined that such disposition was made for fair market value and promptly, and in any event within 15 days after such disposition, the Company shall provide the holders with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandum.written notice of

Disposition of Assets. No Loan Party shallThe Borrower will not, and no Loan Party shall suffer will not permit or permit cause any of its Subsidiaries (including any Excluded Subsidiary) to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) all or any Property portion of its assets, business or properties (including the including, without limitation, any Capital Stock of any Subsidiary of any Loan PartySubsidiary), whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement arrangement with any Person providing for the lease by the Borrower or any Subsidiary as lessee of any asset that has been sold or transferred by the Borrower or such Subsidiary to such Person, or agree to do any of the foregoing (foregoing, except subject to compliance with, or termination of, this Agreement), exceptfor: (ai) dispositions sales of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all inventory in the Ordinary Course ordinary course of Businessbusiness; (bii) dispositions not otherwise permitted hereunder which the sale or exchange of used or obsolete equipment to the extent (y) the proceeds of such sale are made applied towards, or such equipment is exchanged for, replacement equipment or (z) such equipment is no longer necessary for the operations of the Borrower or its applicable Subsidiary in the ordinary course of business; provided, however, that no such equipment referred to in this clause (z) may be sold if its fair market value exceeds $250,000 unless approved by the Required Lenders; (excluding Accounts, Inventory iii) the sale or other disposition by the Borrower and notes receivable); provided, that (i) at the time its Subsidiaries of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75Borrower Margin Stock to the extent the fair market value thereof exceeds 25% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market valuevalue of the assets of the Borrower and its Subsidiaries (including Borrower Margin Stock), provided that fair value is received in exchange therefor; (iv) the requirements sale, lease or other disposition of assets by a Subsidiary of the Borrower to a Subsidiary Guarantor if, immediately after giving effect thereto, no Default or Event of Default would exist; (v) the sale or disposition of assets outside the ordinary course of business for fair value and for cash, provided that (w) the Net Cash Proceeds from such sales or dispositions, when aggregated with the Net Cash Proceeds from all other sales and dispositions not otherwise specifically permitted under this Section 2.05(b)(ii)that are consummated during the same fiscal year do not exceed $400,000 in the aggregate, (x) such Net Cash Proceeds are delivered to the extent applicableAdministrative Agent promptly after receipt thereof for application in prepayment of the Loans in accordance with the provisions of SECTIONS 2.1(e) AND 3.6, are complied (y) in no event shall the Borrower or any of its Subsidiaries sell or otherwise dispose of any of the Capital Stock of any Subsidiary, and (z) immediately after giving effect thereto no Default or Event of Default would exist; (vi) any other sale or disposition approved at the sole discretion of the Required Lenders such approval to be given within three Business Days from receipt of information satisfactory to the Administrative Agent and the other Lender in their reasonable discretion; and (vii) to the disposition of (a) certain assets owned by Maryland Radiation Therapy Management Services, Inc. to Atlantic Cancer Center Management, LLC ("Peninsula LLC") upon its creation and (b) 49.9% of its equity interest in the Peninsula LLC to Peninsula Health Ventures, Inc., each such disposition to be in accordance with the terms of that certain Participation Rights Agreement dated as of October 1, 2002 between Maryland Radiation Therapy Management Services, Inc., the Borrower, and Peninsula Health Ventures., Inc., attached hereto as Exhibit I, any management agreement or service agreement executed in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) and the organizational documents of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure MemorandumPeninsula LLC.

Disposition of Assets. No Loan Party shallThe Company shall not, and no Loan Party shall not --------------------- suffer or permit any of its Subsidiaries Subsidiary to, directly or indirectly, (x) issue any equity interests of any Subsidiary to any Person which is not the Company or a Subsidiary or (y) sell, assign, leaselease (as lessor), convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collectionequipment, all in the Ordinary Course ordinary course of Businessbusiness; (b) the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment; (c) the license or sale of software or other proprietary assets of the Company and its Subsidiaries to their clients in the ordinary course of business; (d) disposition of the Dry Creek Property; (e) dispositions by Contact Center Holdings, S.L. of accounts receivable made pursuant to an SP (Spanish Peseta) 1,587,545,036.32 factoring line with Banco Bilbao Vizcaya Factoring; and (f) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)value; provided, that (i) at the time of any -------- disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, and (iii) such dispositions are made for fair market valuethe aggregate value of all assets so sold by the Company and its Subsidiaries, (iv) the requirements of Section 2.05(b)(ii)together, to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions shall not exceed in any Fiscal Year under this clause (b) in an aggregate amount in excess of fiscal year $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith;10,000,000. (g) dispositions Section 8.04 of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery Credit Agreement shall be amended and equipment with a value not restated in its entirety to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandum.read as follows:

Disposition of Assets. No Loan Party shall, and no Loan Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sellSell, assign, lease, convey, transfer consign or otherwise dispose of (whether any assets or Property or any interest therein to or in one or a series of transactions) any Property (including the Stock favor of any Subsidiary of any Loan PartyPerson, whether in a public or a private offering or otherwise, except (i) sales and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) dispositions of inventoryCash and Cash Equivalent Investments, or used(ii) sales of Inventory in the Ordinary Course of Business, (iii) sales and other dispositions in the Ordinary Course of Business of obsolete, worn-out or surplus equipment Equipment no longer used or defaulted receivables usable in the business of any Credit Party or any Subsidiary for collectionso long as no Default or Event of Default shall have occurred and be continuing, all in (iv) termination of a lease of real or personal Property that is not necessary for the Ordinary Course of Business; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable); provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is could not reasonably likely be expected to result in have a Material Adverse Effect and does not result from a default Credit Party’s default, (v) sales and other dispositions approved in writing by a Loan Party; and the Administrative Agent and Required Lenders, (jvi) sales of Inventory made on consignment and in the Ordinary Course of Business in an aggregate amount not to exceed $5,000,000 at any time, (vii) any transfer of assets by the Existing Borrower to the New Borrower in order to facilitate compliance with Section 5.7 of the Term Loan Amendment Agreement and (vii) other sales of assets or Property with an aggregate fair market or book value (whichever is greater) not to exceed $5,000,000 in any consecutive 12-month period; provided that (a) the Borrowers shall not be required to repay the Loans pursuant to Section 3.1.1(c) (subject to Section 3.1.2 hereof) with the proceeds from the sale or other disposition described in of assets or Property sold or disposed of pursuant to clause (i), (ii), (iv), (vi) or (vii) hereof and (b) (i) the Structure MemorandumBorrowers shall be required to repay Loans pursuant to Section 3.1.1(c) (subject to Section 3.1.2 hereof) with the proceeds from all other sales and dispositions of assets or Property sold or disposed of pursuant to this Section 7.2.2 if such assets or Property constitute Term Loan Priority Collateral at the time of such sale or disposition, and (ii) the Borrowers shall be required to repay ABL Loans pursuant to the extent required by the ABL Facility with the proceeds from all other sales and dispositions of assets or Property sold or disposed of pursuant to this Section 7.2.2 if such assets or Property constitute ABL Priority Collateral at the time of such sale or disposition.

Disposition of Assets. No Loan Party shallThe Company shall not, and no Loan Party shall suffer or not permit any of its Subsidiaries Subsidiary to, directly or indirectly, (x) issue any equity interests of any Subsidiary to any Person (other than a Joint Venture) which is not the Company or a Subsidiary or (y) sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (property, including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) recourse (each, an “Asset Disposition”), or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collectionequipment, all in the Ordinary Course ordinary course of Businessbusiness; (b) the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment; (c) dispositions made by the Company or any Subsidiary to any Wholly-Owned Subsidiary which is a Guarantor, or dispositions made by any Subsidiary to the Company; (d) dispositions made in connection with Investments permitted under Section 8.04; and (e) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)value; provided, provided that (i) at the time of any disposition, no Default or Event of Default shall exist or shall result from such disposition, and (ii) the aggregate value of all assets so sold by the Company and its Subsidiaries after the Effective Date, together, shall not less (x) represent more than 7510% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) total assets of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, Company and its Subsidiaries as of the last day of the fiscal quarter most recently ended for which the Company has delivered financial statements pursuant to Section 7.01 or (vy) after giving effect be related to such disposition, more than 10% of the Loan Parties are in compliance on a pro forma basis with consolidated net income of the covenant Company and its Subsidiaries for the 12-month period ending as of the end of the fiscal quarter next preceding the date of determination (disregarding for purposes of the thresholds set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; foregoing clause (cii) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with sale by the business Company of the Loan Parties or any equity interests of their Subsidiaries; HC (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of LossUSA), Inc. and related assets to Aderans Co., Ltd.); provided that no Asset Disposition with respect to the requirements equity interests or Indebtedness of Section 2.05(b) and Section 2.03(b) any Subsidiary or any note or account receivable may be made if such Asset Disposition would be prohibited by the terms of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure MemorandumNote Agreement.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Restricted Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose indirectly Dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) dispositions Dispositions of inventoryInventory, goods or used, services or of worn-out obsolete, damaged or surplus equipment (as defined in the UCC) or defaulted receivables for collectionfixtures (as defined in the UCC), all in the Ordinary Course of Business; (b) dispositions Dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)the mandatory prepayment in the amount of the Net Proceeds of such disposition is made as required by Section 2.8; provided, that (i) at the time of any dispositionDisposition, no Event of Default shall exist or shall result from such dispositionDisposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, cash and (iii) such dispositions are made for the aggregate fair market valuevalue of all assets (as reasonably determined by the Borrower) so sold by the Credit Parties and their Restricted Subsidiaries, (iv) together, shall not exceed the requirements greater of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions $28,500,000 in any Fiscal Year under this clause (b) in an aggregate amount in excess or 510% of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) Consolidated Adjusted EBITDA as of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been deliveredrecently ended Test Period; (c) dispositions (i) Dispositions of Cash Equivalents in the Ordinary Course of Business made in accordance with Section 6.6, and (ii) conversions of Cash Equivalents into cash or other Cash Equivalents; (d) licensestransactions permitted under Section 6.1(l) and (o); (e) Investments permitted under Section 6.4, sublicensesto the extent such Investment constitutes a Disposition; (f) the sale or issuance of (i) the Stock in the Borrower or a Restricted Subsidiary to any Credit Party or (ii) the Stock of a Foreign Subsidiary that is not a Credit Party to another Foreign Subsidiary that is not a Credit Party; (g) the transfer of Property (i) by a Credit Party to a Credit Party (other than Holdings) or (ii) by a Restricted Subsidiary that is not a Credit Party to (A) a Credit Party (other than Holdings) for no more than fair market value or (B) any other Restricted Subsidiary; (h) any Foreign Subsidiary may issue Stock to qualified directors where required by or to satisfy any applicable Requirement of Law, leases including any Requirement of Law with respect to ownership of Stock in Foreign Subsidiaries; (i) Dispositions of Investments in joint ventures to the extent required by, or subleases granted to third made pursuant to, customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (j) transactions permitted by Section 6.3; (k) Dispositions of past due accounts receivable in the Ordinary Course of Business not interfering with (including any discount and/or forgiveness thereof) or, in the business case of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions accounts receivable in default, in connection with an Event of Loss; provided that the requirements of Section 2.05(b) collection or compromise thereof and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estateevent, machinery and equipment with a value not to exceed $10,000,000 in the aggregateinvolving any securitization thereof; (i) the entering into any termination or abandonment of any lease in the Ordinary Course of Business, (ii) any expiration of any option agreement in respect of real or personal property, (iii) the licensing or sublicensing, on a lease non-exclusive basis, of Intellectual Property in the Ordinary Course of Business, (iv) the lapse or abandonment of Intellectual Property that in the good faith judgment of the Borrower is not reasonably likely no longer economically practical or commercially desirable to result maintain or useful in a Material Adverse Effect the conduct of its business and does not result from a default by a Loan Party(v) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or litigation claims (including in tort) in the Ordinary Course of Business; and (jm) Dispositions of property subject to foreclosure, casualty, eminent domain or condemnation proceedings (including in lieu thereof or any disposition described similar proceeding).; (n) Dispositions of non-core or unnecessary assets (determined in the Structure Memorandumreasonable business judgment of Borrower) acquired in connection with a Permitted Acquisition, provided that, in each case, such Disposition shall be made for fair value on an arm’s-length basis and, at the time of such Disposition, no Event of Default shall exist or shall result from such Disposition; and (o) Dispositions of Real Estate not subject to a Mortgage. Notwithstanding the foregoing, in no event shall any Credit Party be permitted to Dispose of any Material Intellectual Property to any Unrestricted Subsidiary.

Disposition of Assets. No Loan Party shallThe Borrowers shall not, and no Loan Party shall not suffer or permit the other Obligors to, Dispose of any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination their respective assets other than Dispositions of, this Agreement), except: (ai) dispositions inventory disposed of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all in the Ordinary Course ordinary course of Businessbusiness (including pursuant to the Existing Stream Agreements, Offtake Agreements and any carbon fines sales agreements); 51334597.3 Third Amended and Restated Credit Agreement - Equinox (ii) worn out, unserviceable or obsolete equipment; (biii) dispositions property and assets of an Obligor to another Obligor, provided that if the disposing Obligor has granted a Lien in favour of the Administrative Agent over the asset or property subject to such disposal, equivalent security over such asset or property shall be granted in favour of the Administrative Agent by the acquiring Obligor substantially concurrently with such Obligor’s acquisition of such asset or property, in each case, on terms and conditions satisfactory to the Administrative Agent; (iv) any Immaterial Subsidiary or any of their assets or property; (v) all Shares or other securities from time to time held by the Obligors in an entity whose Shares are traded on a recognized stock exchange, (vi) other assets of the Obligors the aggregate Net Disposition Proceeds of which from and including the Restatement Date do not otherwise permitted hereunder which are made for fair market value exceed $100,000,000; each a “ Permitted Disposition”, and, in the case of (excluding Accountsvi), Inventory provided that a Disposition will be deemed not to be a Permitted Disposition if a Default or Event of Default has occurred and notes receivable); provided, that (i) is continuing at the time of any dispositionsuch Disposition or would arise immediately after such Disposition as a result thereof. For the avoidance of doubt, no Event a Restricted Forward Sale Transaction shall not constitute a commodity sale transaction in the ordinary course of Default business for the purposes hereof. The Borrowers shall exist not suffer or shall result from such disposition, (ii) not less than 75% permit Premier Hardrock to Dispose of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure MemorandumGreenstone Project Partnership Securities.

Disposition of Assets. No Loan Party shallThe Company shall not, and no Loan Party shall not suffer or permit any of its Subsidiaries Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions of (i) inventory, or (ii) used, worn-out or surplus equipment or defaulted receivables for collectionother operating assets, all in each case in the Ordinary Course ordinary course of Businessbusiness; (b) the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment; (c) dispositions of inventory or equipment by the Company or any Subsidiary to the Company or any Subsidiary pursuant to reasonable business requirements; (d) dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided that (i) for those Permitted Receivables having a final maturity date which is less than 12 months after the date such obligations arise, the value of such accounts receivable so sold by the Company and its Subsidiaries shall not exceed $50,000,000 at any time outstanding, and (ii) the value of all Permitted Receivables (whether or not having a final maturity date which is less than 12 months after the date such obligations arise) so sold by the Company and its Subsidiaries shall not exceed $100,000,000 at any time outstanding; and provided, further, however, that no dispositions of any Permitted Receivables shall be permitted at any time that any of the following circumstances exist: (A) Returned Accounts for the Company and its Subsidiaries for any calendar month shall have exceeded $10,000,000 in the aggregate, measured on a consolidated basis, (B) Short Term Trade Accounts Receivable (after deducting the amount of reserves associated with such Short Term Trade Accounts Receivable as reported in the financial statements most recently delivered by the Company under Section 6.01) of the Company and its Subsidiaries that are more than 90 days past due shall be greater than 10% of all Short Term Trade Accounts Receivable (after deducting the amount of reserves associated with such Short Term Trade Accounts Receivable as reported in the financial statements most recently delivered by the Company under Section 6.01) of the Company and its Subsidiaries, in each case, measured on a consolidated basis, (C) the TNW Buffer measured as of the last day of any calendar quarter (as adjusted to exclude the effect of any Acquisitions by the Company or any of its Subsidiaries consummated during such calendar quarter) shall be less than 50% of the TNW Buffer measured as of the last day of the calendar quarter immediately preceding such calendar quarter, (D) if after giving effect to such disposition, the Company would not be in pro forma compliance with the financial covenants set forth in Sections 7.14(a) through (d), measured as of the last day of the calendar quarter then most recently ended for which a Compliance Certificate has been delivered to the Agent and the Banks pursuant to Section 6.02(a), or (E) any Event of Default then exists or would result from such disposition; (i) subject to Section 7.06 (without regard to the exception in the first clause of the first sentence of Section 7.06), the sale or other transfer of all or any part of the Wilsonville Facility to the Special Purpose Subsidiary, or (ii) any other sale of all or any part of the Wilsonville Facility for fair market value (as determined in good faith at the time of such sale by the board of directors of the Company); provided in each case that no Default or Event of Default then exists or would result from such sale; (f) the sale or lease of any property set forth on Schedule 7.02, in each case for fair market value (as determined in good faith at the time of such sale by the board of directors of the Company or the applicable Subsidiary, as the case may be); provided that no Default or Event of Default then exists or would result from such sale; (g) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)value; provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition net book value of all assets so sold by the Company and its Subsidiaries, together, shall be paid not exceed in cashany calendar year $10,000,000, and (iii) any such dispositions are disposition made for fair market value, pursuant to this subsection (ivg) the requirements shall not be of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) accounts receivable of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties Company or any of their its Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not dispositions to exceed $10,000,000 in the aggregateextent permitted under Section 7.03; (i) termination any Subsidiary may sell all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or a lease Wholly-Owned Subsidiary; provided that if the transferor of such property is not reasonably likely to result in a Material Adverse Effect and does not result from Guarantor, the transferee thereof must either be the Company or a default by a Loan PartyGuarantor; and (j) any disposition described sales by Mentor Graphics (Japan) Co. Ltd. of bills of exchange and promissory notes to third party financial institutions in Japan in the Structure Memorandumordinary course of business and in transactions consistent with such Subsidiary’s past practice.

Disposition of Assets. No Loan Party shall(i) If, and no Loan Party after the Agreement Date, any member of the Restricted Group shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether including, without limitation, by way of condemnation or casualty to the extent not covered by insurance), any of its Assets (including, without limitation, any Equity Interests in one MacWorld or a series LaunchCo, but not including (I) the sale of Equity Interests in InternetCo, (II) the sale of obsolete equipment and inventory, (III) the sale, transfer or other disposition of fixed Assets that are replaced by property of substantially equivalent value in the ordinary course of business, (IV) the sale or lease of databases, software, subscriber lists or office or laboratory space, or the licensing of intellectual property, in each case in the ordinary course of business, (V) the sale of Cash Equivalents, or (VI) the sale or discount of accounts receivable in connection with compromise or collection (but not in connection with accounts receivable securitizations or similar transactions) any Property (including the Stock of any Subsidiary of any Loan Party)), whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, other Restricted Subsidiaries shall sell all or termination of, this Agreement), except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all in the Ordinary Course of Business; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable); provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% part of the aggregate sales price from such disposition shall be paid in cashInternational Publications, one hundred percent (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b100%) of the Term Credit Agreement orNet Proceeds received by such member of the Restricted Group from such Sales Transaction shall be applied, if applicableon the date of receipt thereof, Second Lien Credit Agreement, and (v) after giving effect to such disposition, prepay the Loan Parties are in compliance on a pro forma basis with the covenant Loans as set forth in Section 7.192.7(e) below; provided, recomputed for however, that, so long as no Default or -------- ------- Event of Default then exists or would be caused thereby, the most recent Fiscal Quarter for which financial statements have been delivered; Restricted Group may use (cA) dispositions up to $80,000,000 of Cash Equivalents; the Net Proceeds received by the Restricted Group from the sale of the International Publications and (dB) licenses, sublicenses, leases or subleases granted up to third parties $25,000,000 in the Ordinary Course aggregate during the term of Business not interfering with this Agreement (the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b"Reinvestment Basket") of the Term Credit Agreement are complied Net Proceeds received by the Restricted Group from any other Permitted Dispositions, to make Permitted Acquisitions and Capital Expenditures related to the Restricted Group's business within, (x) with in connection therewith; respect to Permitted Dispositions occurring prior to the Subordinated Bridge Facility Refinancing Date, one hundred eighty (g180) dispositions days of the assets date of such Sales Transaction, or (y) with respect to Permitted Dispositions occurring at any Nontime after the Subordinated Bridge Facility Refinancing Date, three hundred sixty-Material Subsidiary; five (h365) saledays of the Restricted Group's receipt of the Net Proceeds of such Sales Transaction; provided further, however, that prior to the Subordinated Bridge -------- ------- ------- Facility Refinancing Date, all cash Net Proceeds of Permitted Dispositions received by the Restricted Group, shall be placed in an interest bearing cash collateral account with the Administrative Agent, or an Affiliate thereof, for the benefit of the Borrower (the "Bridge Equity Account"). Subject to the terms of the Make-leasebacks of real estateWell Agreement and Section 7.5(xvi) hereof, machinery and equipment with a value not to exceed $10,000,000 on the Subordinated Bridge Facility Refinancing Date, any cash Net Proceeds remaining in the aggregate; (iBridge Equity Account will, so long as no Default or Event of Default then exists or would be caused thereby, be transferred to a Net Proceeds Trust and be made available for reinvestment by the Restricted Group as provided in this Section 2.7(b)(i) termination of a lease that is not reasonably likely to result and in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandum.Section

Disposition of Assets. No Loan Party shallSell, and no Loan Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer lease or otherwise dispose of (whether in one any of, or a series of transactions) any Property (including the Stock of permit any Subsidiary of Borrower to sell, lease or otherwise dispose of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)its Properties, exceptincluding any disposition of Property as part of a sale and leaseback transaction, to or in favor of any Person, except for: (ai) sales of Inventory in the ordinary course of business; (ii) transfers of Property to Borrower by a Subsidiary of Borrower or to a Subsidiary of Borrower by another Subsidiary of Borrower; (iii) so long as no Default or Event of Default exists and is continuing, dispositions of Property that is substantially worn, damaged, uneconomic or obsolete with Property of like kind, function and value, PROVIDED, that the replacement Property shall be acquired within 90 days after any disposition of Property that is to be replaced and the replacement Property shall be free and clear of Liens other than Permitted Liens that are not Purchase Money Liens; (iv) so long as no Default or Event of Default exists and is continuing, dispositions of Equipment and other fixed assets which, in the aggregate during any consecutive twelve-month period, have a fair market value or a book value, whichever is less, of $5,000,000 or less, and the net cash proceeds of which dispositions are promptly delivered to Agent for application against the then outstanding principal balance of the Revolving Credit Loans; (v) dispositions of inventoryinvestments described in paragraphs (iv), or used(v), worn-out or surplus equipment or defaulted receivables for collection, all in (vi) and (vii) of the Ordinary Course definition of Businessthe term "Restricted Investments"; (bvi) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable); provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% transactions described on EXHIBIT 9.9 hereto in furtherance of the aggregate sales price from such disposition shall be paid in cashLiquidity Improvement Financing Program, (iii) such dispositions are made for fair market value, (iv) all consummated on or before the requirements of Section 2.05(b)(ii)Original Closing Date, to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties same were permitted in the Ordinary Course of Business not interfering with Indentures and the business of the City Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (fvii) dispositions the disposition of the Tandem Mill Collateral in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewitha Permitted Tandem Mill Transaction; (gviii) dispositions the disposition of the assets of any Non-Material SubsidiaryGO Facility in connection with a Permitted GO Transaction; (hix) sale-leasebacks the disposition of real estate, machinery and equipment the RD Facility in connection with a value not to exceed $10,000,000 in the aggregatePermitted RD Transaction; (ix) termination the disposition of Borrower's CMS Assets in connection with a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan PartyPermitted CMS Transaction; and (jxi) any disposition described in the Structure Memorandumother dispositions expressly authorized by this Agreement.

Disposition of Assets. No Loan Party shallThe Company will not, and no Loan Party shall suffer or will not permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, conveylicense, transfer transfer, assign or otherwise dispose of (of, whether in one or a series of transactions, all or substantially all of the assets of the Company and its Subsidiaries taken as a whole; provided that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, solely in connection with an internal restructuring, the Company or the Revolving Borrower may transfer all or substantially all of their assets (in one transaction or a series of transactions) any Property (including the Stock of to any Subsidiary of any Loan Party, the Company (whether existing prior to such disposition or created in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourseconnection therewith) or enter into any agreement to do any holding company so long as the direct or indirect holders of the foregoing voting Equity Interests of such holding company immediately following such transaction are substantially the same as the holders of voting Equity Interests of the Company immediately prior to such transaction, in each case organized and existing under the laws of the United States, any State thereof or the District of Columbia; provided that in any such case, the transferee entity shall, pursuant to documentation reasonably satisfactory to the Administrative Agent, executed and delivered to the Administrative Agent by such transferee entity, expressly assume all of the Company’s or the Revolving Borrower’s obligations, as the case may be, under this Agreement and the other Loan Documents and cause to be delivered such other customary documentation reasonably requested by the Administrative Agent including a favorable opinion of counsel to such transferee and information and documentation for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and Beneficial Ownership Regulation (except subject to compliance withand upon such execution and delivery, such successor entity shall be the “Revolving Borrower” or termination of“Company” hereunder, this Agreement), except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all in the Ordinary Course of Business; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivableas applicable); provided, further, that (i) at the time of any dispositioneach Guarantor shall, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect as a condition to such disposition, pursuant to documentation reasonably satisfactory to the Administrative Agent, reaffirm all of its obligations and liabilities under this Agreement and the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19Documents (including, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenseswithout limitation, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandumits Guarantee).

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) dispositions of inventory, or used, worn-worn out uneconomical, obsolete, or surplus equipment or defaulted receivables for collectionequipment, all in the Ordinary Course of Business; provided the mandatory prepayment, if any, required pursuant to subsection 1.8(c) is made; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)the mandatory prepayment in the amount of the Net Proceeds of such disposition is made if and to the extent required by Section 1.8; provided, that (i) at the time of any disposition, no Specified Event of Default shall exist be continuing or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, and (iii) such dispositions are made for the aggregate fair market valuevalue of all assets so sold by the Credit Parties and their Subsidiaries, (iv) the requirements of Section 2.05(b)(ii)together, to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions shall not exceed in any Fiscal Year under this clause (b) in an aggregate amount in excess the US Dollar Equivalent of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered3,000,000; (c) dispositions of Cash Equivalents; (d) transactions permitted under subsection 5.1(k); (e) sales or discounting, on a non-recourse basis and in the Ordinary Course of Business, past due Accounts in connection with the collection or compromise thereof, provided the mandatory prepayment, if any, required pursuant to subsection 1.8(c) is made; (f) transactions permitted by Section 5.3, issuances of Stock and Stock Equivalents by Holdings pursuant to transactions permitted by Section 5.6(d) and Investments permitted by Section 5.4; (g) sales, transfers, leases and other dispositions by (i) any US Credit Party to any other US Credit Party (other than Holdings), (ii) any US Credit Party to a Canadian Credit Party of property and assets (other than the Stock and Stock Equivalents of any US Credit Party or any Domestic Subsidiary thereof) with a fair market value not to exceed the US Dollar Equivalent of $2,000,000 during the term of this Agreement, (iii) any Canadian Credit Party to a US Credit Party of property and assets with a fair market value not to exceed the US Dollar Equivalent of $2,000,000 during the term of this Agreement, and (iv) by a Canadian Credit Party to any other Canadian Credit Party, provided, in no event, shall any Borrower transfer all or substantially all of its assets to any other Person; (h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Credit Party provided the proceeds thereof are applied in accordance with subsection 1.8(c); (i) the abandonment or other disposition of Intellectual Property that is, in the reasonable good faith judgment of a Credit Party, no longer economically practicable or commercially desirable to maintain or useful in the conduct of the business of such Credit Party; (j) Liens permitted under Section 5.1 (to the extent constituting a transfer of Property); (k) terminations of leases, subleases, licenses, sublicenses, leases sublicenses or subleases granted to third parties similar use and occupancy agreements by the applicable Credit Party or Subsidiary of a Credit Party in the Ordinary Course of Business that do not interfering interfere in any material respect with the business of the Loan Credit Parties or any of their Subsidiaries; (el) dispositions constituting an Investment trade-ins and exchanges of equipment with third parties conducted in the Ordinary Course of Business to the extent substantially comparable (or Restricted Payment permitted under this Agreementbetter) equipment useful in the operation of the business of any Credit Party is obtained in exchange therefor; provided the mandatory prepayment if any, required pursuant to subsection 1.8(c) is made; (fm) dispositions of non-core assets (“non-core assets” to be determined by Holdings in the exercise of its reasonable good faith business judgment and to consist only of those assets designated as “non-core assets” pursuant to written notification by Holdings delivered to US Agent prior to the time the Permitted Acquisition pursuant to which such assets are acquired is consummated) acquired in connection with any Permitted Acquisition, provided that all of the following conditions are satisfied (unless otherwise agreed to by US Agent in writing): (i) in the event an Event of Loss; provided that Default shall have occurred and be continuing at the requirements time of Section 2.05(bsuch disposition or, to the extent the purchase price therefor was paid with proceeds of Loans, the sales price from such disposition shall be paid in cash, (ii) and Section 2.03(b) the mandatory prepayment in the amount of the Term Credit Agreement are complied with Net Proceeds of such disposition is made if and to the extent required by Section 1.8 and (iii) the EBITDA generated by such non-core assets shall not have been included in connection therewiththe calculation of EBITDA (as defined in Exhibit 4.2(b)) in respect of the applicable Permitted Acquisition; (gn) sales, assignments or other transfers by US Borrower or any Subsidiary of US Borrower of the Stock and Stock Equivalents of Foreign Subsidiaries to Canadian Borrower or any Subsidiary thereof; and (o) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure MemorandumHouston Property.

Disposition of Assets. No Loan Party shall, and no Loan Party Each Borrower agrees that it shall suffer or not permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of Disposition (whether in one or a series of transactions) of any Property property or assets (including the Stock of any Subsidiary of any Loan PartyAccounts, whether in a public or a private offering or otherwise, and accounts and notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)do, except: (a) Dispositions of Motor Vehicles and dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all other inventory in the Ordinary Course ordinary course of Businessbusiness; (b) Dispositions of assets, properties or businesses by the Company or any of its Subsidiaries or Affiliates to any other Subsidiary or to the Company provided, however, other than dispositions not otherwise permitted hereunder to newly created Subsidiaries which are become Borrowers for purposes of complying with Dealer Franchise Agreements, any such disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value (excluding Accounts, Inventory for cash and notes receivable); provided, that (i) at only in the time ordinary course of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered;business. (c) dispositions Dispositions of Cash Equivalentsproperty in connection with any consolidation or merger permitted by Schedule XIII hereof; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business Dispositions of the Loan Parties or any of their Subsidiariesproperty described in Schedule XIV attached hereto; (e) dispositions constituting an Investment Dispositions of equipment and other property which is obsolete, worn out or Restricted Payment permitted under this Agreementno longer used or useful in such Person's business, all in the ordinary course of business; (f) dispositions in connection with an Event Dispositions occurring as the result of Lossa casualty event, condemnation or expropriation; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith;and (g) dispositions Dispositions of any property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the aggregate book value of all such property, assets or businesses sold, leased or otherwise disposed of during the term of this Agreement shall not at any time exceed the greater of (i) Five Million Dollars ($5,000,000) or (ii) ten percent (10%) of the total book value of the assets of the Company and each of its Subsidiaries, (determined on a consolidated basis in accordance with generally accepted accounting principles, as of the end of the immediately preceding fiscal quarter), and provided, further, that for any Non-Material Subsidiary; (h) sale-leasebacks of real estatesuch property, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease assets or business other than capital stock that is not reasonably likely sold, leased or otherwise disposed of, for purposes of determining compliance with this Section 10.4, the value of any such property, asset or business shall be equal to result in a Material Adverse Effect the book value of such property, asset or business as of the date of such Disposition; and does not result from a default by a Loan Party; and (j) any disposition described in provided, further, that for purposes of determining compliance with this Section 10.4, the Structure Memorandum.value THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

Disposition of Assets. No Loan Party shallBorrower will not, and no Loan Party shall suffer or nor will it permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) Subsidiary to make any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (Asset Dispositions except subject to compliance with, or termination of, this Agreement), except: for: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all Asset Dispositions in the Ordinary Course ordinary course of Business; business (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable); provided, that however (i) in the good faith opinion of Borrower, the Asset Disposition is in exchange for consideration having a Fair Market Value at least equal to that of the time property exchanged and is in the best interest of any disposition, no Event of Default shall exist Borrower or shall result from such dispositionSubsidiary, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) immediately after giving effect to the Asset Disposition, no Default or Event of default would exist, and Borrower would be permitted by the provisions of Section 10.02 hereof to incur at least $1.00 of additional Funded Debt owing to a Person other than a Subsidiary; and (iii) immediately after giving effect to the Asset Disposition the Disposition Value of all property that was the subject of any Asset Disposition occurring in the period of four (4) fiscal quarters of Borrower then next ending would not exceed fifteen percent (15%) of Consolidated Assets as of the end of the then most recently ended fiscal year of Borrower) and (b) any lease pursuant to the Equipment Lease dated as of June 1, 1990 by and between Xxxxxx KY and The Fifth Third Leasing Company as such dispositionagreement exists on the date hereof, without amendment or modification, up to a maximum aggregate amount financed of $1,500,000. If the Loan Parties Net Proceeds Amount for any Transfer is applied to a Debt Prepayment Application or a Property Reinvestment Application (as the same are or may be defined in compliance on a pro forma basis with the covenant set forth in Section 7.19Note Purchase Agreements) within three hundred sixty-five (365) days after such Transfer, recomputed then such Transfer, only for the most recent Fiscal Quarter for which financial statements have been delivered; purpose of determining compliance with subsection (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(biii) of this Section 10.06 as of a date on or after the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estateNet Proceeds Amount is so applied, machinery and equipment with a value shall be deemed not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandumbe an Asset Disposition.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions of inventoryInventory, or used, worn-out or surplus equipment or defaulted receivables for collectionequipment, all in the Ordinary Course of Business; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)the mandatory prepayment in the amount of the Net Proceeds of such disposition is made if and to the extent required by Section 1.8; provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for the aggregate fair market valuevalue of all assets so sold by the Credit Parties and their Subsidiaries, (iv) the requirements of Section 2.05(b)(ii)together, to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions shall not exceed in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, 2,200,000 and (viv) after giving effect to such disposition, the Loan Credit Parties are in compliance on a pro forma basis with the covenant covenants set forth in Section 7.19Article VI, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiariestransactions permitted under subsection 5.1(l); (e) dispositions constituting an Investment by a Subsidiary to Borrower or Restricted Payment permitted under this Agreementto any other wholly-owned Subsidiary that is a Credit Party; (f) dispositions in connection with an Event unwinding of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewithany Secured Rate Contracts; (g) dispositions disposition of receivables in connection with the assets compromise, settlement or collection thereof in the ordinary course of any Non-Material Subsidiarybusiness or in a bankruptcy or similar proceeding and exclusive of factoring or similar arrangements; (h) sale-leasebacks disposition of equipment or real estate, machinery and equipment with a value not property to exceed $10,000,000 in the aggregate;extent exchanged for credit against the purchase price of similar replacement property; and (i) termination disposition of a lease that is not reasonably likely any or all Sleep Assets on or before the second anniversary of the Closing Date (or such later date as the Agent shall agree to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandumits sole discretion).

Disposition of Assets. No Loan Party shallThe Company will not, and no Loan Party shall suffer or will --------------------- not permit any of its Restricted Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one a single transaction or a series of related transactions) any Property (including the Stock Principal Plants or any stock of any Subsidiary Restricted Subsidiaries if the net book value of such Principal Plants and/or the assets of such Restricted Subsidiaries (or, in the case of the disposition of only a part of the stock of any Loan PartyRestricted Subsidiary, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any that percentage of the foregoing (except subject assets of each such Restricted Subsidiary which is equal to compliance withthe percentage of the stock of such Restricted Subsidiary that has been or is to be disposed of) exceeds, or termination of, this Agreement), except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all in the Ordinary Course aggregate, 10% of Business; Net Tangible Assets, as reflected on the balance sheet most recently delivered prior to such transaction (bor the last of the series of related transactions) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivableby the Company to the Banks pursuant to Section 5.01(a); provided, however, that the foregoing shall not prohibit (iA) at the time of any disposition, no Event of Default shall exist -------- ------- Packaging Business Divestiture or shall result from (B) such disposition, transaction (iior transactions) not less than 75% (x) if the disposition is made solely to a Restricted Subsidiary that is a wholly-owned Subsidiary of the aggregate sales price from such disposition shall be paid in cash, Company or (iiiy) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), if an amount equal to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount proceeds therefrom in excess of $7,500,000 per annum such 10% of Net Tangible Assets shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement applied, not later than 120 days (or, if applicablethe Company holds such excess proceeds in cash or cash equivalents, Second Lien Credit Agreement, and (vtwo years) after giving effect such transaction (or after the transaction in such series which causes such amount to such dispositionbe exceeded), either to the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions repayment or prepayment of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business Funded Debt of the Loan Parties Company or to pay (or to repay or prepay Debt incurred in order to pay) the cost of expanding, constructing or acquiring any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure MemorandumPrincipal Plants.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collectionequipment, all in the Ordinary Course of Business; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)the mandatory prepayment in the amount of the Net Proceeds of such disposition is made if and to the extent required by Section 1.8; provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition fair market value of all assets so sold by the Credit Parties and their Subsidiaries, together, shall be paid not exceed in cash, any fiscal year $1,000,000 and (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Credit Parties are in compliance on a pro forma basis with the covenant covenants set forth in Section 7.19Article VI, recomputed for the most recent Fiscal Quarter fiscal period for which financial statements have been delivereddelivered pursuant to Section 4.1(b); (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases of Patents, Trademarks, Copyrights and other intellectual property rights granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Credit Parties or any of their Subsidiaries;, either on a non-exclusive basis or on an exclusive basis where exclusivity is restricted to a limited field of use that does not prohibit Borrowers and their Subsidiaries, or any of them, from commercializing the intellectual property rights so licensed or leased in applications outside the limited field of use or in an application presently commercialized by the Borrowers and their Subsidiaries; provided, however that (i) the Agent has a perfected first priority security interest in each such license, sublicense, lease or sublease and (ii) no Default or Event of Default shall exist at the time any Credit Party or any of its Subsidiaries enter into any such license, sublicense, lease or sublease; and (e) dispositions constituting an Investment licenses, sublicenses, leases or Restricted Payment permitted under this Agreement; (f) dispositions subleases of property other than intellectual property rights granted to third parties in connection the Ordinary Course of Business not interfering with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) business of the Term Credit Agreement are complied with in connection therewith; (g) dispositions Parties or any of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandumtheir Subsidiaries.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Restricted Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) make any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) Disposition or enter into any agreement to do make any of the foregoing (except subject to compliance with, or termination of, this Agreement)Disposition, except: (a) dispositions (i) Dispositions of inventory, or used, worn-out wornout, obsolete or surplus equipment property, whether not owned or defaulted receivables for collectionhereafter acquired, all (ii) Dispositions of Property that are no longer used or useful in the Credit Parties’ or their Subsidiaries’ business, and (iii) Dispositions to landlords of improvements made to leased Real Property pursuant to customary terms of leases entered into, in each case in the Ordinary Course of Business; (b) dispositions Dispositions of property not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)value; provided, provided that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cashcash or Cash Equivalents, and (iii) such dispositions are made for the aggregate fair market valuevalue of all assets so sold by the Credit Parties and their Subsidiaries, together, shall not exceed (ivx) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions $10,000,000 in any Fiscal Year under or (y) $40,000,000 in the aggregate during the term of this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions Dispositions of cash and Cash EquivalentsEquivalents in the Ordinary Course of Business; (d) sales, lapses, abandonments or other Dispositions of any immaterial Intellectual Property in the Ordinary Course of Business; (e) transactions permitted under Sections 5.1, 5.3, 5.4, 5.6 and 5.7; (f) licenses, sublicenses, leases or subleases (including any license or sublicense of Intellectual Property) granted to third parties that do not materially interfere with the business of the Credit Parties and their Restricted Subsidiaries; (g) Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Credit Party or any Restricted Subsidiary of any Credit Party; provided that the proceeds thereof are applied in accordance with subsection 1.8(c); (h) sales or discounting, on a non-recourse basis to any Credit Party, and in the Ordinary Course of Business, of past due Accounts in connection with the collection or compromise thereof that are not undertaken for the primary purpose of financing the Credit Parties; (i) Disposition of a nominal amount of Equity Interests in any Foreign Subsidiary in order to qualify members of the Board of Directors or equivalent governing body of such Foreign Subsidiary to the extent required by applicable foreign law; provided that, unless prohibited by applicable Requirement of Law, such Equity Interests shall be pledged to the Administrative Agent, for the benefit of the Secured Parties; (j) any swap of assets in exchange for services or other assets in the Ordinary Course of Business not interfering with of comparable or greater value or usefulness to the business of the Loan Credit Parties or and their respective Credit Parties as a whole, as determined in good faith by the management of the Borrower. (k) the unwinding of any of their SubsidiariesRate Contract pursuant to its terms; (el) dispositions constituting an Investment or Restricted Payment permitted under this Agreement;[reserved]; and (fm) dispositions in connection with an Event of Loss; provided that Dispositions by any Restricted Subsidiary to any wholly-owned Restricted Subsidiary (the requirements of Section 2.05(b) and Section 2.03(b“New Parent Subsidiary”) of the Term Credit Agreement are complied with type described in connection therewith; clauses (d), (g) dispositions and (h) of the assets definition of any Non-Material “Excluded Subsidiary” to the extent consisting of contributions or other Dispositions of Equity Interests in other Restricted Subsidiaries of the type described in clauses (d), (g) and (h) of the definition of “Excluded Subsidiary” to such New Parent Subsidiary; (hn) sale-leasebacks to the extent allowable under Section 1031 of real estatethe Code (or comparable or successor provision), machinery any exchange of like property (excluding any boot thereon permitted by such provision) for use in any business conducted by any Credit Party or any Restricted Subsidiary of any Credit Party that is not in contravention of Section 5.8; (o) Dispositions of property to the extent that the proceeds of such Disposition are promptly applied to the purchase price of similar replacement property; (p) Dispositions of inventory and equipment with a value not to exceed $10,000,000 goods held for sale in the aggregate;Ordinary Course of Business and immaterial assets in the Ordinary Course of Business; and (i) termination Permitted Receivables Transfers in connection with a Permitted Receivables Facility, so long as (other than with respect to any Permitted Receivables Transfers of Commission Receivables arising from the home and automobile segments of the Borrower’s business, the Net Proceeds of which are not required to be applied to prepay the Loans pursuant to the proviso to Section 1.8(c)), after giving Pro Forma Effect to such sale or other transfer, the Asset Coverage Ratio for the most recently ended Test Period is equal to or exceeds the ratio as set forth in Section 6.1 hereof for the most recently ended Test Period and (ii) a Disposition of the Equity Interests of a lease that is Permitted Receivables SPV, solely to the extent not reasonably likely to result constituting Collateral hereunder, in a Material Adverse Effect and does not result from a default connection with the exercise of remedies by a Loan Party; and (j) any disposition described third-party lender or agent in each case pursuant to and in accordance with the Structure Memorandumterms of the applicable Permitted Receivables Facility Documents.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Restricted Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Restricted Subsidiary of any Loan Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions in the Ordinary Course of inventory, Business of Inventory or used, worn-out or surplus equipment or defaulted receivables for collection, all in the Ordinary Course of BusinessEquipment; (b) dispositions (other than of (x) the Stock of any Restricted Subsidiary of any Credit Party or (y) any Accounts or Inventory of any Credit Party) not otherwise permitted hereunder which are made for fair market value and either (excluding Accounts, Inventory and notes receivable); provided, that A) satisfy each of the following criteria: (i) at the time of any such disposition, no Event of Default shall exist or shall result from such dispositiontherefrom, (ii) not less than 75% of the aggregate sales price from any such disposition shall be paid in cashcash (and/or, solely with respect to the dispositions of the Stock (or all, or substantially all, of the assets) of any Unrestricted Subsidiary, Stock of the related purchaser) and (iii) such subject to the Intercreditor Agreement and except with respect to dispositions are made for fair market valueof the Stock (or all, (ivor substantially all, of the assets) the requirements of Section 2.05(b)(ii), any Unrestricted Subsidiary to the extent applicableof any consideration received consisting of Stock of the related purchaser, are complied the Net Proceeds of any such disposition shall be applied to the Loans or (B) constitute dispositions for which the aggregate book value of the Property subject to such dispositions does not collectively exceed $5,000,000 during the term of this Agreement; (c) (i) dispositions of Cash Equivalents in the Ordinary Course of Business made to a Person that is not an Affiliate of any Credit Party and (ii) conversions of Cash Equivalents into cash or other Cash Equivalents; (d) transactions permitted under Section 5.1(l); (e) leases of Equipment or Real Estate to joint ventures (which may be partially owned by a Credit Party) that enter into purchase agreements with a Credit Party to purchase such Credit Party’s products, in connection therewitheach case, provided thatin the Ordinary Course of Business, all Net Cash Proceeds received from on arm’s length terms and in compliance with Section 5.6(a); and (f) dispositions in of AB Receivables pursuant to an AB Qualified Receivables Financing.; and (g) any Fiscal Year under this clause (b) merger, consolidation, conveyance, transfer, lease or other disposition of the Stock of, or undertaken by, Alabama Electric Motor Services, LLC, Listerhill Total Maintenance Center, LLC, or Wise Alloys Finance Corporation, so long as the assets attributable to such entities do not have a book value or fair market value in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) 4 million measured at the time of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to each such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandum.

Disposition of Assets. No Loan Party shallThe Borrowers shall not, and no Loan Party shall not suffer or permit any of its Subsidiaries the Subject Entities to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose (by way of Sale Leaseback or otherwise) of (whether x) directly or indirectly any Shares in one any Subject Entity (including, without limitation, the Secured Assets) other than pursuant to a Permitted Reorganization or a series of transactions(y) any Property (including the Stock assets comprising any operating mine or 2P Reserves of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all in the Ordinary Course of Business; (b) dispositions not otherwise permitted hereunder which are made for fair market value Subject Entity (excluding Accounts, Inventory and notes receivable); provided, that (ithe Tasiast Mine) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for with a fair market value, (iv) or that generate revenue in excess of, $5,000,000 per annum. For certainty, the requirements preceding sentence shall not prohibit sales of Section 2.05(b)(ii), inventory or obsolete equipment in the ordinary course of business or the sale of all or any silver in concentrate now or hereafter produced from any operating mine pursuant to a Silver Purchase Agreement or the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions sale of any Investments in any Fiscal Year under this clause Person, other than a Subject Entity. Notwithstanding the foregoing, the Borrowers may sell, or cause to be sold, for cash any Shares in any Subject Entities (band any related intercompany Indebtedness) in or any assets comprising any operating mine or 2P Reserves of any Subject Entity not otherwise permitted hereby if such sale is on an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement arm’s length basis (or, if applicableto an Affiliate, Second Lien on terms no more favourable than would have been obtained if the sale had been on an arm’s length basis) and contemporaneous with the completion of such sale the Borrowers shall comply with Section 9.4 and the Credit AgreementFacilities are permanently reduced pursuant to Section 2.3 and the Borrowers, and (v) after giving effect to upon completion of such dispositionsale would not, the Loan Parties are in compliance on a pro forma basis with the covenant set forth basis, be in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions breach of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business any of the Loan Parties or any of their Subsidiaries; financial covenants under Sections 11.1(o), (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(bp) and Section 2.03(b(q) as at the date of the Term Credit Agreement such sale and provided, following such sale, no Indebtedness to any Company shall be owed by any Subject Entity whose Shares are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandumso sold.

Disposition of Assets. No Loan Party shallThe Borrower shall not, and no Loan Party shall not suffer or permit any of its Subsidiaries other Company to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one by way of Sale Leaseback or a series of transactionsotherwise) any: (i) Secured Assets, or any Property interest therein (including the Stock grant of any Subsidiary royalty, joint venture or other interest other than as specifically disclosed herein), without the prior written approval of the Agent (with the consent of the Majority Lenders) other than sales, transfers or other dispositions of (A) inventory or gold disposed of in the ordinary course of business, (B) worn out, unserviceable or obsolete equipment, (C) other assets of the Companies the aggregate fair market value of which shall not exceed $5,000,000 in any Loan PartyFiscal Year, whether in a public or a private offering or otherwise(D) joint ventures with bona fide arms length third parties on terms acceptable to the Agent (with the consent of the Majority Lenders), acting reasonably, and accounts and notes receivable(E) any sale, with transfer or without recourse) or enter into any agreement to do any other disposition of the foregoing (except subject Xxxx-Gib Project or the Xxxxxx Property provided that such sale, transfer or other disposition is made to compliance with, or termination of, this Agreement), except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all in the Ordinary Course of Business; (b) dispositions not otherwise permitted hereunder which are made a bona fide arms length third party for fair market value (excluding Accounts, Inventory and notes receivable); provided, further provided that (i) at the time of any disposition, no Event of Default shall exist or shall result Borrower uses all net proceeds from such disposition, Transfer for the development of the Timmins/Thunder Creek Mine Complex and the Xxxx Creek Mill or as otherwise permitted herein; or (ii) any assets not less comprising Secured Assets, or any interest therein (including the grant of any royalty, joint venture or other interest other than 75% as specifically disclosed herein), without the prior approval of the aggregate sales price from Agent (with the consent of the Majority Lenders), unless such sale, transfer or other disposition shall be paid in cash, (iii) such dispositions are is made to a bona fide arms length third party for fair market valuevalue and further provided that the Borrower uses all net proceeds from such sale, transfer or other disposition (A) for the development of the Timmins/Thunder Creek Mine Complex and the Xxxx Creek Mill , (ivB) in the requirements case of Section 2.05(b)(ii)any sale, to transfer or other disposition of shares in the extent applicable, are complied with in connection therewith, provided thatcapital of Northern Superior Resources Inc., all Net Cash Proceeds received from dispositions in any Fiscal Year net proceeds are used to pay down the Borrower’s indebtedness under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Senior Credit Agreement, and or (vC) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment as otherwise permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandumherein.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Restricted Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose indirectly Dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) dispositions Dispositions of inventoryInventory, goods or used, services or of worn-out obsolete, damaged or surplus equipment (as defined in the UCC) or defaulted receivables for collectionfixtures (as defined in the UCC), all in the Ordinary Course of Business; (b) dispositions Dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)value; provided, that (i) at the time of any dispositionDisposition, no Event of Default shall exist or shall result from such dispositionDisposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, cash and (iii) such dispositions are made for the aggregate fair market valuevalue of all assets (as reasonably determined by the Borrower) so sold by the Credit Parties and their Restricted Subsidiaries, (iv) together, shall not exceed the requirements greater of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions $8,500,000 in any Fiscal Year under this clause (b) in an aggregate amount in excess Year17,500,000 or 10% of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) Consolidated Adjusted EBITDA as of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been deliveredrecently ended Test Period; (c) dispositions (i) Dispositions of Cash Equivalents in the Ordinary Course of Business made in accordance with Section 6.6, and (ii) conversions of Cash Equivalents into cash or other Cash Equivalents; (d) licensestransactions permitted under Section 6.1(l) and (o); (e) Investments permitted under Section 6.4, sublicensesto the extent such Investment constitutes a Disposition; (f) the sale or issuance of (i) the Stock in the Borrower or a Restricted Subsidiary to any Credit Party or (ii) the Stock of a Foreign Subsidiary that is not a Credit Party to another Foreign Subsidiary that is not a Credit Party; (g) the transfer of Property (i) by a Credit Party to a Credit Party (other than Holdings) or (ii) by a Restricted Subsidiary that is not a Credit Party to (A) a Credit Party (other than Holdings) for no more than fair market value or (B) any other Restricted Subsidiary; (h) any Foreign Subsidiary may issue Stock to qualified directors where required by or to satisfy any applicable Requirement of Law, leases including any Requirement of Law with respect to ownership of Stock in Foreign Subsidiaries; (i) Dispositions of Investments in joint ventures to the extent required by, or subleases granted to third made pursuant to, customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (j) transactions permitted by Section 6.3; (k) Dispositions of past due accounts receivable in the Ordinary Course of Business not interfering with (including any discount and/or forgiveness thereof) or, in the business case of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions accounts receivable in default, in connection with an Event of Loss; provided that the requirements of Section 2.05(b) collection or compromise thereof and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estateevent, machinery and equipment with a value not to exceed $10,000,000 in the aggregateinvolving any securitization thereof; (i) the entering into any termination or abandonment of any lease in the Ordinary Course of Business, (ii) any expiration of any option agreement in respect of real or personal property, (iii) the licensing or sublicensing, on a lease non-exclusive basis, of Intellectual Property in the Ordinary Course of Business, (iv) the lapse or abandonment of Intellectual Property that in the good faith judgment of the Borrower is not reasonably likely no longer economically practical or commercially desirable to result maintain or useful in the conduct of its business and (v) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or litigation claims (including in tort) in the Ordinary Course of Business; (m) Dispositions of property subject to foreclosure, casualty, eminent domain or condemnation proceedings (including in lieu thereof or any similar proceeding); (n) Dispositions of non-core or unnecessary assets (determined in the reasonable business judgment of Borrower) acquired in connection with a Material Adverse Effect and does not Permitted Acquisition, provided that, in each case, such Disposition shall be made for fair value on an arm’s-length basis and, at the time of such Disposition, no Event of Default shall exist or shall result from a default by a Loan Partysuch Disposition; and (jo) Dispositions of Real Estate not subject to a Mortgage. Notwithstanding the foregoing, in no event shall any disposition described in the Structure MemorandumCredit Party be permitted to Dispose of any Material Intellectual Property to any Unrestricted Subsidiary, whether by sale, distribution, exclusive license or otherwise.

Disposition of Assets. No Loan Party shallThe Borrower shall not, and no Loan Party shall not suffer or permit any of its Subsidiaries Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collectionequipment, all in the Ordinary Course ordinary course of Businessbusiness; (b) dispositions the sale and conveyance of real estate owned by the Borrower located in Piscataway, New Jersey, and the sale and conveyance of any real estate owned (on the date of the closing in 2003 of the Acquisition of Synavant Inc.) by Synavant Inc. or any then-Subsidiary of Synavant Inc. (including real estate referred to as Cxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxxxx, XX0 XXX, Xxxxxx Xxxxxxx), in each case for an amount not otherwise permitted hereunder which are made for materially less then the fair market value (excluding Accounts, Inventory and notes receivable); provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been deliveredthereof; (c) dispositions the sale and assignment of Cash Equivalentsaccounts receivable and notes receivable of the Borrower or any Subsidiary in the aggregate face amount of up to $10,000,000 in any fiscal year, provided that such sale and assignment is nonrecourse to the Borrower and its Subsidiaries and is on market terms; (d) licenses, sublicenses, leases to the Borrower or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiariesa Subsidiary that is a Subsidiary Guarantor so long as no Default shall have occurred and is continuing; (e) to a Subsidiary that is not a Subsidiary Guarantor, provided that (i) no Default shall have occurred and is continuing and (ii) the aggregate of such dispositions constituting an Investment or Restricted Payment permitted under this Agreement;to all such Subsidiaries does not exceed $2,000,000; and (f) other dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed exceeding $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result aggregate in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandumfiscal year.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) dispositions of inventory, or used, worn-worn out uneconomical, obsolete, or surplus equipment or defaulted receivables for collectionequipment, all in the Ordinary Course of Business; provided the mandatory prepayment, if any, required pursuant to subsection 1.8(c) is made; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)the mandatory prepayment in the amount of the Net Proceeds of such disposition is made if and to the extent required by Section 1.8; provided, that (i) at the time of any disposition, no Specified Event of Default shall exist be continuing or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, and (iii) such dispositions are made for the aggregate fair market valuevalue of all assets so sold by the Credit Parties and their Subsidiaries, (iv) the requirements of Section 2.05(b)(ii)together, to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions shall not exceed in any Fiscal Year under this clause (b) in an aggregate amount in excess the US Dollar Equivalent of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered3,000,000; (c) dispositions of Cash Equivalents; (d) transactions permitted under subsection 5.1(k); (e) sales or discounting, on a non-recourse basis and in the Ordinary Course of Business, past due Accounts in connection with the collection or compromise thereof, provided the mandatory prepayment, if any, required pursuant to subsection 1.8(c) is made; (f) transactions permitted by Section 5.3, issuances of Stock and Stock Equivalents by Holdings pursuant to transactions permitted by Section 5.6(d) and Investments permitted by Section 5.4; (g) sales, transfers, leases and other dispositions by (i) any US Credit Party to any other US Credit Party (other than Holdings), (ii) any US Credit Party to a Canadian Credit Party (other than a US Credit Party) of property and assets (other than the Stock and Stock Equivalents of any US Credit Party or any Domestic Subsidiary thereof) with a fair market value not to exceed the US Dollar Equivalent of $2,000,000 during the term of this Agreement, (iii) any Canadian Credit Party to a US Credit Party of property and assets with a fair market value not to exceed the US Dollar Equivalent of $2,000,000 during the term of this Agreement, and (iv) by a Canadian Credit Party (other than a US Credit Party) to any other Canadian Credit Party (other than a US Credit Party), provided, in no event, shall any Borrower transfer all or substantially all of its assets to any other Person; (h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Credit Party provided the proceeds thereof are applied in accordance with subsection 1.8(c); (i) the abandonment or other disposition of Intellectual Property that is, in the reasonable good faith judgment of a Credit Party, no longer economically practicable or commercially desirable to maintain or useful in the conduct of the business of such Credit Party; (j) Liens permitted under Section 5.1 (to the extent constituting a transfer of Property); (k) terminations of leases, subleases, licenses, sublicenses, leases sublicenses or subleases granted to third parties similar use and occupancy agreements by the applicable Credit Party or Subsidiary of a Credit Party in the Ordinary Course of Business that do not interfering interfere in any material respect with the business of the Loan Credit Parties or any of their Subsidiaries; (el) dispositions constituting an Investment trade-ins and exchanges of equipment with third parties conducted in the Ordinary Course of Business to the extent substantially comparable (or Restricted Payment permitted under this Agreementbetter) equipment useful in the operation of the business of any Credit Party is obtained in exchange therefor; provided the mandatory prepayment if any, required pursuant to subsection 1.8(c) is made; (fm) dispositions of non-core assets (“non-core assets” to be determined by Holdings in the exercise of its reasonable good faith business judgment and to consist only of those assets designated as “non-core assets” pursuant to written notification by Holdings delivered to US Agent prior to the time the Permitted Acquisition pursuant to which such assets are acquired is consummated) acquired in connection with any Permitted Acquisition, provided that all of the following conditions are satisfied (unless otherwise agreed to by US Agent in writing): (i) in the event an Event of Loss; provided that Default shall have occurred and be continuing at the requirements time of Section 2.05(bsuch disposition or, to the extent the purchase price therefor was paid with proceeds of Loans, the sales price from such disposition shall be paid in cash, (ii) and Section 2.03(b) the mandatory prepayment in the amount of the Term Credit Agreement are complied with Net Proceeds of such disposition is made if and to the extent required by Section 1.8 and (iii) the EBITDA generated by such non-core assets shall not have been included in connection therewiththe calculation of EBITDA (as defined in Exhibit 4.2(b)) in respect of the applicable Permitted Acquisition; (gn) sales, assignments or other transfers by US Borrower or any Subsidiary of US Borrower of the Stock and Stock Equivalents of Foreign Subsidiaries to Canadian Borrower or any Subsidiary thereof; and (o) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure MemorandumHouston Property.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) (i) dispositions of inventoryInventory in the Ordinary Course of Business, or (ii) dispositions of used, worn-out or surplus equipment or defaulted receivables for collectionother Property, or any sale, transfer, assignment, disposition, abandonment or lapse of Intellectual Property that is no longer commercially practicable, usable or desirable in the conduct of business, all in the Ordinary Course of Business, (iii) the leasing (including subleases) or licensing (including sublicensing) of intellectual property in the Ordinary Course of Business and which do not materially interfere with the business of the Issuer and its Subsidiaries, taken as a whole, and (iv) returns of medical technology and/or related intellectual property to the seller or vendor thereof in exchange for a cancellation or a substantial reduction of the obligations of a Credit Party or its Subsidiary thereunder; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)the mandatory prepayment in the amount of the Net Proceeds of such disposition is made if and to the extent required by Section 1.8; provided, provided in each case that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% seventy percent (70%) of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for the aggregate fair market value, (iv) value of all assets so sold by the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions Credit Parties and their Subsidiaries shall not exceed $1,100,000 in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (viv) after giving effect to such disposition, the Loan Credit Parties are in compliance on a pro forma basis with the covenant covenants set forth in Section 7.19Article VI, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licensesdispositions or discounts of delinquent notes or accounts receivable in connection with compromise, sublicenses, leases write down or subleases granted to third parties collection thereof in the Ordinary Course of Business not interfering or in connection with the business bankruptcy or reorganization of the Loan Parties applicable account debtors and dispositions of any securities received in any such bankruptcy or any of their Subsidiariesreorganization pursuant to Section 5.4(e); (e) dispositions constituting an Investment or Restricted Payment other transfers of Property (i) by any Credit Party to a Subsidiary that is not a Credit Party in transactions permitted under this Agreementby Section 5.4(b) so long as the fair market value of Property disposed of, when combined with Investments permitted by Section 5.4(b), do not exceed the amount set forth in Section 5.4(b), (ii) by any Credit Party or a Subsidiary thereof to another Credit Party (other than Holdings) and (iii) by any Subsidiary that is not a Credit Party to any Credit Party or any other Subsidiary that is not a Credit Party; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith[reserved]; (g) dispositions any Event of the assets of any Non-Material SubsidiaryLoss that constitutes a Disposition; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregatetransactions permitted under Sections 5.3; (i) termination dispositions of Investments permitted by Section 5.4(p) in Permitted Joint Ventures to the extent required by, or made pursuant to, any buy/sell arrangement among relevant joint venture parties; (j) dispositions of Property of a lease Foreign Subsidiary as a result of enforcement of Liens permitted on such Property by Section 5.1(v); (k) transactions permitted under Section 5.1(l); (l) terminations of leases by the applicable Credit Party or Subsidiary of a Credit Party in the Ordinary Course of Business that is do not reasonably likely to result interfere in a Material Adverse Effect and does not result from a default by a Loan Partyany material respect with the business of the Credit Parties or their Subsidiaries; and (jm) any disposition described trade-ins and exchanges of equipment with third parties conducted in the Structure MemorandumOrdinary Course of Business to the extent substantially comparable (or better) equipment used in the operation of the business of any Credit Party is obtained in exchange therefor.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) (i) dispositions of inventoryInventory in the Ordinary Course of Business, or (ii) dispositions of used, worn-out or surplus equipment or defaulted receivables for collectionother Property, or any sale, transfer, assignment, disposition, abandonment or lapse of Intellectual Property that is no longer commercially practicable, usable or desirable in the conduct of business, all in the Ordinary Course of Business, (iii) the leasing (including subleases) or licensing (including sublicensing) of intellectual property in the Ordinary Course of Business and which do not materially interfere with the business of the Issuer and its Subsidiaries, taken as a whole, and (iv) returns of medical technology and/or related intellectual property to the seller or vendor thereof in exchange for a cancellation or a substantial reduction of the obligations of a Credit Party or its Subsidiary thereunder; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)the mandatory prepayment in the amount of the Net Proceeds of such disposition is made if and to the extent required by Section 1.8; provided, provided in each case that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% seventy percent (70%) of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for the aggregate fair market value, (iv) value of all assets so sold by the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions Credit Parties and their Subsidiaries shall not exceed $1,100,000 in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (viv) after giving effect to such disposition, the Loan Credit Parties are in compliance on a pro forma basis with the covenant covenants set forth in Section 7.19Article VI, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licensesdispositions or discounts of delinquent notes or accounts receivable in connection with compromise, sublicenses, leases write down or subleases granted to third parties collection thereof in the Ordinary Course of Business not interfering or in connection with the business bankruptcy or reorganization of the Loan Parties applicable account debtors and dispositions of any securities received in any such bankruptcy or any of their Subsidiariesreorganization pursuant to Section 5.4(e); (e) dispositions constituting an Investment or Restricted Payment other transfers of Property (i) by any Credit Party to a Subsidiary that is not a Credit Party in transactions permitted under this Agreementby Section 5.4(b) so long as the fair market value of Property disposed of, when combined with Investments permitted by Section 5.4(b), do not exceed the amount set forth in Section 5.4(b), (ii) by any Credit Party or a Subsidiary thereof to another Credit Party (other than Holdings) and (iii) by any Subsidiary that is not a Credit Party to any Credit Party or any other Subsidiary that is not a Credit Party; (f) dispositions of warrants to purchase up to 250,000 shares of common stock of Vivex Biomedical, Inc. (to the extent in connection with an Event of Loss; provided that existence on the requirements of Section 2.05(bRestatement Effective Date) and Section 2.03(b) of on or after the Term Credit Agreement are complied with in connection therewithRestatement Effective Date; (g) dispositions any Event of the assets of any Non-Material SubsidiaryLoss that constitutes a Disposition; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregatetransactions permitted under Sections 5.3; (i) termination dispositions of Investments permitted by Section 5.4(p) in Permitted Joint Ventures to the extent required by, or made pursuant to, any buy/sell arrangement among relevant joint venture parties; (j) dispositions of Property of a lease Foreign Subsidiary as a result of enforcement of Liens permitted on such Property by Section 5.1(v); (k) transactions permitted under Section 5.1(l); (l) terminations of leases by the applicable Credit Party or Subsidiary of a Credit Party in the Ordinary Course of Business that is do not reasonably likely to result interfere in a Material Adverse Effect and does not result from a default by a Loan Partyany material respect with the business of the Credit Parties or their Subsidiaries; and (jm) any disposition described trade-ins and exchanges of equipment with third parties conducted in the Structure MemorandumOrdinary Course of Business to the extent substantially comparable (or better) equipment used in the operation of the business of any Credit Party is obtained in exchange therefor.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock Shares of any Subsidiary of any Loan Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions in the Ordinary Course of inventoryBusiness to any Person, or usedof (i) Inventory, (ii) worn-out or surplus equipment or defaulted receivables for collectionEquipment (provided, all that to the extent such Equipment constitutes Collateral, having a book value not exceeding $7,500,000 in the Ordinary Course aggregate in any Fiscal Year) or (iii) any other Equipment constituting Collateral solely to the extent that such Equipment is exchanged for credit against the purchase price of Businessreplacement or other Equipment or the proceeds of such disposition are promptly (but, in any event, within one hundred eighty (180) days of such disposition) applied to the purchase price of replacement or other Equipment; (b) dispositions (other than of (i) the Shares of any Credit Party or (ii) any Accounts of any Credit Party) not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory on an arm's length basis and notes receivable)the mandatory prepayment in the amount of the Net Proceeds of such disposition is made if and to the extent required by Section 1.8; provided, that (i) at the time of any disposition, no Event of Default shall exist Permitted Payment or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements Disposition Conditions have been deliveredsatisfied; (c) dispositions of Cash Equivalents in the Ordinary Course of Business and (ii) conversions of Cash Equivalents into cash or other Cash Equivalents; (d) licenses, sublicenses, leases dispositions of accounts receivable and related assets by (i) Real Alloy Germany to the German Factoring Facility Purchaser in accordance with the German Factoring Facility Documents and (ii) Mexican Credit Parties to Canadian Borrower pursuant to the terms of the Mexican Receivables Purchase Documents; (e) transfers of Property to a Credit Party by another Credit Party or subleases granted by any Subsidiary of a Credit Party and transfers of Property to third parties a Subsidiary that is not a Credit Party by a Subsidiary that is not a Credit Party; (f) the lease or sublease in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewithReal Estate; (g) dispositions the sale in the Ordinary Course of the assets Business of Accounts pursuant to any Non-Material SubsidiaryPermitted Supplier Financing Arrangement; (h) sale-leasebacks Dispositions of real estate, machinery and equipment Property in connection with a value not to exceed $10,000,000 in the aggregatePermitted Sale Leaseback Transactions; (i) termination Dispositions of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Partythe Real Estate located at 00000 Xxxxxx Xxxxxxx, Xxxxxxxx, Xxxx Xxxxxxxx; and (j) any disposition described Liens permitted under Section 5.1 (to the extent constituting a transfer of Property); (ii) mergers and amalgamations in the Structure Memorandumcompliance with Section 5.3; and (iii) Restricted Payments made in compliance with Section 5.11.

Disposition of Assets. No Loan Party shall(A) The Borrower will not, and no Loan Party shall suffer or will not permit any of its Subsidiaries to, directly dispose of all or indirectlyany part of its interest in any asset, sell, assign, lease, convey, transfer except that the Borrower and its Subsidiaries may sell or otherwise dispose of assets so long as either (whether in one or a series of transactionsi) any Property such sales are approved by the Required Banks (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreementthe provisions of Section 11.12 hereof), except: ; (aii) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables such sales are for collection, all in at least the Ordinary Course of Business; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory of such assets and notes receivable); provided, that (i) at the time aggregate amount of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not asset sales is less than 75% $500,000 in any 12-month period and, in any such case, the Borrower or such Subsidiary complies with the mandatory prepayment and Commitment reduction provisions herein and, in the case of Collateral, so long as the aggregate sales price from such disposition shall be paid conditions to the release of Collateral described herein and in cash, the applicable Security Documents are met; (iii) such dispositions sales are made for fair market value, of inventory and in the ordinary course of business; (iv) the requirements such sales or other dispositions are (A) of Section 2.05(b)(ii)equipment that has become worn out, to the extent applicable, are complied with obsolete or damaged or otherwise unsuitable or no longer needed for use in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties Borrower or any of their its Subsidiaries or should be replaced, as the case may be, DRAFT: March 21, 1997 H:\WPCDOCS\1186\141151 in each case as determined in good faith by the board of directors of the Borrower or its Subsidiary, as the case may be, (B) for at least the fair market value of such equipment, (C) not in excess of $100,000 individually or $250,000 per year in the aggregate for sales of such equipment and (D) the proceeds of the sales of such equipment are used within 90 days of such sales to (1) purchase equipment used in substantially similar lines of business or (2) repay Indebtedness under this Credit Agreement pursuant to Section 3.01; (v) such sales or other dispositions do not exceed $50,000 individually and are for at least the fair market value of such assets or as to such other dispositions, the likely amount of net sales proceeds that would be realized upon a sale of such assets is such that a sale of such assets is not, in the reasonable judgment of the Borrower, economically practicable but such other disposition is otherwise of commercial value to the Borrower; provided that in no case shall sales pursuant to this clause (v) exceed an aggregate of $100,000 in any fiscal year, and in the case of Collateral, so long as the conditions to the release of Collateral described herein and in the applicable Security Documents are met; (vi) such sales consist of the licensing or sublicensing of the Borrower's or any of its Subsidiaries;' Intellectual Property in the ordinary course of business; or (vii) such sales are of equity securities under any stock option or other benefit plan available to the employees or directors of the Borrower or any of its Subsidiaries. The consideration received by the Borrower and its Subsidiaries from each sale of assets permitted by subsections (i) and (ii) above, other than with respect to such sales involving consideration of not more than $100,000 in the aggregate in any fiscal year, shall be payable by the purchaser in whole within 15 days of such sale and at least 70% of the consideration from each sale shall consist of Cash or Cash Equivalents. Any non-cash proceeds received from the sale of assets constituting Collateral shall be pledged pursuant to and in accordance with the applicable Security Documents and shall constitute Collateral. (eB) dispositions constituting Upon compliance with the conditions in subsection A of this Section 7.13, the Release Conditions and the Partial Release Conditions (each as hereinafter defined), the Borrower shall be entitled to receive from Collateral Agent an Investment instrument in form and substance reasonably satisfactory to the Borrower (each, a "Release"), releasing the Lien of the Mortgage with respect to all or Restricted Payment permitted any portion of a Mortgaged Real Property (each, a "Released Real Property"). The Borrower shall exercise its rights under this Agreement; Section by delivering to Collateral Agent a notice (feach, a "Release Notice"), which shall refer to this Section, describe with particularity the proposed Released Real Property and be DRAFT: March 21, 1997 H:\WPCDOCS\1186\141151 accompanied by (i) dispositions four counterparts of the Release fully executed and acknowledged by all necessary parties other than Collateral Agent, (ii) executed counterparts of UCC termination statements necessary to terminate the Lien of the applicable Mortgage and (iii) an Officer's Certificate certifying that no Default or Event of Default shall have occurred and the parties executing any and all documents in connection with an Event the Release (other than Collateral Agent) were duly authorized to do so (collectively, the "Release Conditions"). In the event the proposed Released Property consists of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) less than all of the Term Credit Agreement are complied with Mortgaged Real Property subject to a single Mortgage, the Partial Release Conditions must be satisfied in connection therewith; (g) dispositions of order for the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not Borrower to exceed $10,000,000 in receive the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure MemorandumRelease.

Disposition of Assets. No Loan Party shallThe Borrower will not, and no Loan Party shall suffer or will not permit any of its Subsidiaries to, directly become a party to or indirectlyagree to or effect any disposition of assets, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: other than (a) dispositions the sale of inventory, or usedthe licensing of intellectual property and the disposition of obsolete assets, worn-out or surplus equipment or defaulted receivables for collection, all in each case in the Ordinary Course ordinary course of Business; business consistent with past practices and (b) dispositions not otherwise permitted hereunder which are made an Asset Sale for fair market value (excluding Accounts, Inventory and notes receivable); provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market reasonable value, (iv) the requirements of Section 2.05(b)(ii), provided that with respect to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess (i) no Default or Event of $7,500,000 per annum Default shall have occurred and be paid in accordance with Section 2.03(b) continuing at the time of the Term Credit Agreement or, if applicable, Second Lien Credit Agreementsuch sale, and (v) no Default or Event of Default will exist after giving effect to such dispositionAsset Sale; (ii) at least 80% of the purchase price for such assets is received in cash, and 100% of the Loan Parties Net Cash Sale Proceeds are applied in compliance on a pro forma basis the manner required by Section 4.3.3 hereof; (iii) the Borrower or the applicable Subsidiary has delivered any promissory note or other instrument received by such Borrower or such Subsidiary in connection with such Asset Sale to the Agent to be held in pledge for the benefit of itself and the Banks in accordance with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business terms of the Loan Parties Documents; and (iv) the aggregate Net Cash Sale Proceeds from all such Asset Sales does not exceed $100,000 in any fiscal year. Notwithstanding anything to the contrary contained in this Section 9.5, (a) the Borrower and its Subsidiaries shall not be permitted to dispose of any assets or take (or omit to take) any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions action in connection with an Event Asset Sale or other asset disposition or engage in any transaction which action (or omission) would require or result in any repayment, repurchase or redemption (or any mandatory offer to repay, repurchase or redeem) by the Borrower or any of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) its Subsidiaries of the Term Credit Agreement are complied with in connection therewith; (g) dispositions Subordinated Debt pursuant to any of the assets Subordination Documents or would violate the provisions of any Non-Material Subsidiary; the Subordination Documents; and (hb) sale-leasebacks the Borrower shall not directly or indirectly sell or otherwise dispose of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination all or substantially all of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandumits assets.

Disposition of Assets. No Loan Party shall(a) The Borrower shall not, and no Loan Party shall suffer or not permit any of its Subsidiaries toSubsidiaries, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose to Dispose of (whether in one or a series of transactions) any Property assets (including the Stock of any Subsidiary of any Loan PartyIntellectual Property, Proprietary Information, accounts and rights to 73. 80 payment), whether in a public now owned or a private offering or otherwisehereafter acquired, and accounts and notes receivable, with or without recourse) or enter into any agreement to do make any Disposition of the foregoing such assets, except as permitted under subsection (except subject to compliance with, or termination of, this Agreementb), except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all in the Ordinary Course of Business;. (b) dispositions Section 7.04(a) shall not otherwise apply to or restrict: (i) (A) the Spin-Off Transaction; or (B) at any time prior to the Spin-Off Consummation Date, Dispositions of New Ceridian Assets that would be permitted hereunder under the New Ceridian Credit Agreement if such assets were at such time assets of New Ceridian; (ii) the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or the proceeds of such sale are reasonably promptly, but in no event more than 30 days, applied to the purchase price of such replacement equipment; provided, however, that: (A) the replacement equipment has comparable value and is of the same type, and used for the same purpose, as the equipment sold; (B) the Person selling equipment under this subsection is the same Person that purchases any replacement equipment; (C) any such sale is conducted at arm's length and under commercially reasonable terms; and (D) to the extent there exists more than $1,000,000 of Net Cash Proceeds from all such equipment sold which are made have not yet been invested in replacement equipment, such amount shall be promptly applied under Section 2.05(a); (iii) the transfer of assets by the Borrower (A) to any of its Material Subsidiaries if such transfer is a sale for fair market value and the consideration received by the Borrower is cash; or (excluding Accounts, Inventory and notes receivable); provided, that (iB) at the time of to any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, Wholly-Owned Subsidiary; (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties Revocable licenses in the Ordinary Course of Business not interfering with the business of Intellectual Property of the Loan Parties Borrower or any of their Subsidiaries; its Subsidiaries to third parties (eother than a Nielxxx XX) dispositions constituting an Investment xxon commercially reasonable terms and that do not, singly or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to , result in a Material Adverse Effect Effect; (A) assignments and sales to a Permitted Nielxxx XX xx software used or usable for the compilation of data solely derived from PPM Technology, and to the extent, but only to the extent, consistent with the Nielxxx XX Xxxion Agreement; and (B) Revocable, non-exclusive licenses of software and other Intellectual Property to a Permitted Nielxxx XX xx the Ordinary Course of Business upon commercially reasonable terms that do not, singly or in the aggregate, result in a Material Adverse Effect; (vi) the license by the Borrower of its PPM Technology, solely for the purpose of audience measurement, to a Permitted Nielxxx XX xx the extent, but only to the extent, consistent with the Nielxxx XX Option Agreement, and otherwise in form and substance satisfactory to the Administrative Agent and the Required Lenders; (vii) the non-transferable, exclusive U.S. license by the Borrower of its "Critical Band Encoding Technology" to Nielsen and the license to a Permitted Nielxxx XX xx encoding patents, to the extent, but only to the extent, consistent with the Nielxxx XX Xxxion Agreement, and otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders; (viii) the Disposition of assets or stock of Ceridian Info Tech (India) Private Limited and CSW Research Limited; provided that no Intellectual Property or Proprietary Information is Disposed of as part of any such Disposition, other than Intellectual Property and Proprietary Information that is not materially related to the Arbitron Business; and further provided that the total aggregate value of all assets and stock transferred pursuant to this clause does not result from a default by a Loan Party; andexceed $3,500,000; (jix) the transfer by any disposition described Subsidiary of the Borrower of assets (upon voluntary liquidation or otherwise) to the Borrower or a Wholly-Owned Subsidiary of the Borrower that is a Material Subsidiary; or (x) transfers by the Borrower or its Subsidiaries totaling on a consolidated, aggregate basis for all such transfers in any fiscal year an amount not in excess of $1,000,000; provided that (A) each such transfer is otherwise permitted pursuant to the Loan Documents, (B) the consideration paid to the Company or its Subsidiaries in connection with each such transfer is exclusively in the Structure Memorandumform of cash or Cash Equivalents, (C) unused transfers permitted by this subsection (b)(x) shall not accrue to the following year, and (D) after giving effect to each such transfer there shall exist no Default or Event of Default.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collectionother property, all in the Ordinary Course of Business; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)the mandatory prepayment in the amount of the Net Proceeds of such disposition is made if and to the extent required by Section 1.8; provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, Cash Equivalents, replacement assets, any liabilities of the Borrower or any Subsidiary as shown on the Borrower’s or such Subsidiary’s most recent balance sheet (iii) such dispositions are made for fair market valueother than contingent liabilities, (iv) Indebtedness that is by its terms subordinated to the requirements of Section 2.05(b)(ii), Obligations and liabilities to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in owed to the Borrower or any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) Affiliate of the Term Credit Agreement orBorrower) that are assumed by the transferee of any such assets or Stock and for which the Borrower and all of its Subsidiaries have been validly released by all creditors in writing, if applicable, Second Lien Credit Agreementor any combination of the foregoing, and (viii) after giving effect to such disposition, the Loan Credit Parties are in compliance with the covenants set forth in Article VI and no Trigger Event shall have occurred, in each case on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licensestransactions permitted under subsection 5.1(o); (e) transactions permitted under subsection 5.4(h); (f) any single transaction or series of related transactions that involves assets or Stock having a Fair Market Value of less than $5,000,000; provided that after giving effect to such disposition, sublicensesno Trigger Event shall have occurred, leases on a pro forma basis recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (g) a transfer of assets that is governed by Section 5.3; (h) a transfer of assets or subleases granted Stock between or among the Borrower and any other Credit Party; (i) an issuance of Stock by a Subsidiary of the Borrower to third parties the Borrower or to another Subsidiary of the Borrower; provided, that any Domestic Subsidiary that is owned directly by a Credit Party shall not issue any Stock to a Subsidiary that is not a Credit Party; (j) a transfer of accounts receivable in connection with the compromise, settlement or collection thereof in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiariesin bankruptcy or similar proceedings; (ek) dispositions constituting a transfer that constitutes a Restricted Payment that is permitted by Section 5.11 or an Investment or Restricted Payment permitted under this Agreementby Section 5.4; (fl) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination creation of a lease that is Lien not reasonably likely prohibited by this Agreement (but not the sale of property subject to result in a Material Adverse Effect and does not result from a default by a Loan PartyLien); and (jm) a grant of a license to use the Borrower’s or any disposition described in Subsidiary’s patents, trade secrets, know-how or other intellectual property to the Structure Memorandumextent that such license does not limit the licensor’s use of the patent, trade secret, know-how or other intellectual property.

Disposition of Assets. No Loan Party shallThe Company shall not, and no Loan Party shall not suffer or permit any of its Subsidiaries Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collectionequipment, all in the Ordinary Course ordinary course of Businessbusiness; (b) dispositions the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment; (c) Disposition of any real property which is subject to a Mortgage and other Dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)value; provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such dispositionDisposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cashQualified Proceeds, (iii) such dispositions are made for fair market valuethe aggregate value of all assets (other than the Arizona Property) so sold by the Company and its Subsidiaries, together, shall not exceed $500,000 in the aggregate and (iv) the requirements cash portion of Section 2.05(b)(ii), Net Proceeds relating to any such Disposition promptly shall be used to make a prepayment of the Loans and the non-cash portion of any such Net Proceeds promptly shall be pledged to the extent applicableAdministrative Agent to secure the Obligations pursuant to documentation reasonably acceptable to the Agents; provided, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions that no such repayment shall be required in any Fiscal Year under this clause (b) in an Disposition so long as the aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to Net Proceeds from such disposition, the Loan Parties are in compliance on a pro forma basis Disposition together with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement Net Proceeds from all other Dispositions made during such fiscal year are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed less than $10,000,000 50,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandum.

Disposition of Assets. No Loan Party shallThe Borrower shall not, and no Loan Party shall not suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, leaselease (as lessor), convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except, in each instance, provided the same is permitted, and solely to the extent permitted, under the Senior Subordinated Notes Indenture: (a) dispositions of inventory, or dispositions or exchanges of used, worn-out or surplus equipment or defaulted receivables for collectionassets, all in the Ordinary Course of Business; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)the mandatory prepayment in the amount of the Net Proceeds of such disposition is made as and to the extent provided in Section 1.8; provided, provided that (i) at the time of any disposition, no Event of Default shall then exist or shall result from such disposition, and (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market valuevalue of all assets so sold by the Borrower and its Subsidiaries, (iv) the requirements of Section 2.05(b)(ii)together, to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions shall not exceed in any Fiscal Year under this clause (b) in an aggregate amount in excess of fiscal year $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered750,000; (c) dispositions upon not less than five (5) Business Days' prior written notice to Agent, transfers by Borrower to a Wholly-Owned Subsidiary of Borrower, or by a Subsidiary of Borrower to Borrower or a Wholly-Owned Subsidiary of Borrower, in each instance, for bona fide business purposes and, if the transferee is a Subsidiary of Borrower, Borrower and such Subsidiary shall have complied with Section 4.11 hereof; (d) as permitted by Section 5.3 hereof; (e) sales of Cash Equivalents; (df) licenses, sublicenses, leases discount or subleases granted to third parties sales on a non-recourse basis of past due receivables in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewithcollection or compromise thereof; (g) dispositions of the assets of any Non-Material SubsidiaryLiens permitted pursuant to subsection 5.1(m) hereof; (h) salesales of non-leasebacks of real estatecore assets acquired in, machinery and equipment with sold within 365 days after consummation of, a Permitted Acquisition which are made for fair market value not to exceed $10,000,000 and the mandatory prepayment in the aggregate;amount of the Net Proceeds of such disposition is made as and to the extent provided in Section 1.8 provided such assets are identified as required in clause (b)(4) of the definition of Permitted Acquisition; and (i) termination sales of a lease that is not reasonably likely those Investments permitted pursuant to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandumsubsection 5.4(q).

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) (i) dispositions of inventoryInventory in the Ordinary Course of Business, or (ii) dispositions of used, worn-out or surplus equipment or defaulted receivables for collectionother Property, or any sale, transfer, assignment, disposition, abandonment or lapse of Intellectual Property that is no longer commercially practicable, usable or desirable in the conduct of business, all in the Ordinary Course of Business, (iii) the leasing (including subleases) or licensing (including sublicensing) of intellectual property in the Ordinary Course of Business and which do not materially interfere with the business of the Issuer and its Subsidiaries, taken as a whole, and (iv) returns of medical technology and/or related intellectual property to the seller or vendor thereof in exchange for a cancellation or a substantial reduction of the obligations of a Credit Party or its Subsidiary thereunder; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)the mandatory prepayment in the amount of the Net Proceeds of such disposition is made if and to the extent required by Section 1.8; provided, provided in each case that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% seventy percent (70%) of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for the aggregate fair market value, (iv) value of all assets so sold by the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions Credit Parties and their Subsidiaries shall not exceed $1,100,000 in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (viv) after giving effect to such disposition, the Loan Credit Parties are in compliance on a pro forma basis with the covenant covenants set forth in Section 7.19Article VI, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licensesdispositions or discounts of delinquent notes or accounts receivable in connection with compromise, sublicenses, leases write down or subleases granted to third parties collection thereof in the Ordinary Course of Business not interfering or in connection with the business bankruptcy or reorganization of the Loan Parties applicable account debtors and dispositions of any securities received in any such bankruptcy or any of their Subsidiariesreorganization pursuant to Section 5.4(e); (e) dispositions constituting an Investment or Restricted Payment other transfers of Property (i) by any Credit Party to a Subsidiary that is not a Credit Party in transactions permitted under this Agreementby Section 5.4(b) so long as the fair market value of Property disposed of, when combined with Investments permitted by Section 5.4(b), do not exceed the amount set forth in Section 5.4(b), (ii) by any Credit Party or a Subsidiary thereof to another Credit Party (other than Holdings) and (iii) by any Subsidiary that is not a Credit Party to any Credit Party or any other Subsidiary that is not a Credit Party; (f) dispositions of warrants to purchase up to 250,000 shares of common stock of Vivex Biomedical, Inc. (to the extent in connection with an Event of Loss; provided that existence on the requirements of Section 2.05(bRestatement Effective Date) and Section 2.03(b) of on or after the Term Credit Agreement are complied with in connection therewithRestatement Effective Date; (g) dispositions any Event of the assets of any Non-Material SubsidiaryLoss that constitutes a Disposition; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregatetransactions permitted under Sections 5.3; (i) termination dispositions of Investments permitted by Section 5.4(p) in Permitted Joint Ventures to the extent required by, or made pursuant to, any buy/sell arrangement among relevant joint venture parties; (j) dispositions of Property of a lease Foreign Subsidiary as a result of enforcement of Liens permitted on such Property by Section 5.1(v); (k) transactions permitted under Section 5.1(l); (l) terminations of leases by the applicable Credit Party or Subsidiary of a Credit Party in the Ordinary Course of Business that do not interfere in any material respect with the business of the Credit Parties or their Subsidiaries; (m) trade-ins and exchanges of equipment with third parties conducted in the Ordinary Course of Business to the extent substantially comparable (or better) equipment used in the operation of the business of any Credit Party is not reasonably likely to result obtained in a Material Adverse Effect and does not result from a default by a Loan Partyexchange therefor; and (jn) any the disposition described by the Issuer of the “Purchased Assets” as defined in, and pursuant to the terms of, that certain Asset Purchase Agreement, as in effect on June 13, 2019, by and between the Issuer as seller, and MiRus LLC, as buyer, dated as of June 13, 2019; provided that such disposition is made for fair market value and the mandatory prepayment in the Structure Memorandumamount of the Net Proceeds of such disposition is made if and to the extent required by Section 1.8(b).

Disposition of Assets. No Loan Party shall, and no Loan Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer Group Member will sell or otherwise dispose of any assets (whether in one or a series of transactions) any Property (including including, without limitation, the Stock capital stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this AgreementSubsidiary), exceptexcept for: (a) dispositions sales of inventory, or used, worn-out or surplus fixtures and equipment or defaulted receivables for collection, all in the Ordinary Course ordinary course of Businessbusiness; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accountsof surplus, Inventory and notes receivable); providedobsolete, that (i) at negligible or uneconomical assets including plants currently shut down or shut down in the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been deliveredfuture; (c) dispositions intercompany sales or other intercompany transfers of Cash Equivalentsassets among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $15,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties; (d) each of Holdco and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable in connection with the compromise or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries; (e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €50,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.3(g); (f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course ordinary course of Business business to other Persons not materially interfering with the conduct of the business of the Loan Parties Holdco or any of their its Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) sales, transfers and dispositions of (i) Investments (excluding Investments in the assets Equity Interests of any Non-Material Subsidiary) permitted by clauses (b), (c), (k) and (o) of Section 6.5 and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration; (h) sale-leasebacks dispositions resulting from any casualty or other insured damage to, or any taking under power of real estateeminent domain or by condemnation or similar proceeding of, machinery and equipment with a value not to exceed $10,000,000 in the aggregateany property or asset of any Group Member or its Subsidiaries; (i) termination sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.2; provided that if in connection with such transaction the direct or indirect interest of a lease that is not reasonably likely to result Holdco in a Material Adverse Effect Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.6 which is permitted if and does not result from a default only if permitted by a Loan Partyclause other than this clause (i); (j) Holdco and its Subsidiaries may sell the assets described on Schedule 6.6(j); (k) sales in arm’s length transactions, at fair market value and for at least 80% cash consideration, in an aggregate amount not to exceed $75,000,000; (l) other sales of assets having a fair market value not in excess of $20,000,000 in the aggregate; and (jm) any disposition described sales of assets not constituting ABL Collateral and otherwise permitted by the Secured Notes Indenture as in effect on the Structure MemorandumClosing Date.

Disposition of Assets. No Loan Party shallHoldings shall not, and no Loan Party shall not suffer or permit any of its Subsidiaries Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions of inventory, inventory or used, worn-out or surplus equipment or defaulted receivables for collectionequipment, all in the Ordinary Course ordinary course of Businessbusiness; (b) the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment; (c) dispositions of inventory and equipment by the Company or any Subsidiary to the Company or any Subsidiary pursuant to reasonable business requirements and in the ordinary course of business; (d) the lease or sublease of real property by Holdings or any Subsidiary to other Persons in the ordinary course of business; (e) the sale of cash equivalents and other short term money market investments in the ordinary course of business pursuant to Holdings’ usual and customary cash management policies and procedures; (f) dispositions of inventory and equipment (other than dispositions permitted under subsection (a)) by Holdings or any Subsidiary to any Person in which Holdings has a Minority Investment, provided that the aggregate amount of such dispositions in any calendar year, plus the aggregate amount of Minority Investments under Section 8.04(e) in such year, does not exceed the sublimit of the Annual Limit specified in Section 8.04(e); (g) dispositions pursuant to sales and leaseback transactions permitted under Section 8.14; and (h) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivableas determined in good faith by Holdings or the Company); provided, provided that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) immediately after giving effect to such disposition, the Loan Parties Disposition Value of all assets disposed of as permitted by this Section 8.02(h) (but excluding the Disposition Value of any real property so disposed of, provided that the proceeds of any such disposition are reinvested within 365 days of such disposition in compliance similar replacement property) during the period of 365 days ending on a pro forma basis with the covenant set forth date of such proposed sale shall not exceed 15% of Consolidated Total Assets determined as of the last day of the prior fiscal year, (iv) no disposition by Holdings of any of its equity interest in Section 7.19the Company shall be permitted hereunder, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; and (cv) no dispositions of Cash Equivalents; (d) licenses, sublicenses, leases accounts or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment notes receivable shall be permitted under this Agreement; (f) dispositions hereunder unless in connection with an Event the sale of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination all or substantially all of a lease that business unit, division or Subsidiary of Holdings and such sale is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandumotherwise permitted hereunder.

Disposition of Assets. No Each Loan Party shallagrees that it shall not, and no Loan Party shall suffer or not permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) (collectively, “Dispositions”) any Property (including the Stock of interests owned by any Loan Party or by any Subsidiary of any a Loan Party, whether Party in a public Oil and Gas Properties or a private offering in other Property used or otherwise, useful by the Loan Parties or Subsidiaries in connection with such Oil and Gas Properties (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions as permitted under Sections 7.05, 8.03, 8.04 or 8.09; (b) Dispositions of inventory, including produced Oil and Gas, in the ordinary course of business; (c) Dispositions by the Company or any of its Subsidiaries to the Company or to a Guarantor provided that a Disposition of any Mortgaged Property otherwise permitted under this Section 8.02(c) shall be permitted only if such Mortgaged Property remains subject to a Lien in favor of the Administrative Agent for the benefit of the Lenders and the Lender Derivative Providers pursuant to documentation executed by the transferee reasonably satisfactory to the Administrative Agent, and in the case of a Disposition to a Guarantor that is a Subsidiary, (x) the transferee Subsidiary is engaged in the Principal Business and (y) the transferee Subsidiary is Solvent prior to and after giving effect to such Disposition; (d) used, worn-out or surplus equipment or defaulted receivables for collection, all in the Ordinary Course ordinary course of Business;business; and (be) dispositions Dispositions not otherwise permitted hereunder which are made for fair market value under Sections 8.02 (excluding Accountsa) (d) above; provided that, Inventory and notes receivable); provided, that (i) at the time of any disposition, no Event of Default shall exist at the time of such Disposition or shall result from such dispositiontherefrom, and (ii) the aggregate value (as determined by the Administrative Agent to be the value assigned to such Properties under the most recent Reserve Report) of all Dispositions of Oil and Gas Properties made by the Loan Parties, plus the net effect of hedge modifications permitted under Section 8.10(d) during such period, together, shall not less than 75% exceed in any Borrowing Base Period five percent (5%) of the aggregate sales price from such disposition Borrowing Base then in effect; further provided that, the Borrowing Base shall be paid in cash, automatically reduced by an amount equal to the aggregate Borrowing Base value of such Oil and Gas Properties (iiias determined by the Administrative Agent to be the value assigned to such properties under the most recent Borrowing Base) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), and to the extent applicablea Borrowing Base Deficiency results from such reduction, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause up to one-hundred percent (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b100%) of the Term Credit Agreement orproceeds of such Dispositions, if applicablenet of reasonable fees, Second Lien Credit Agreementexpenses and taxes, and (v) after giving effect shall be applied, as necessary, to cure such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure MemorandumBorrowing Base Deficiency.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) ), or enter into any sale-leaseback transaction, or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions of inventory, or used, worn-out out, obsolete, uneconomical or surplus equipment or defaulted receivables for collectionequipment, all in the Ordinary Course of BusinessBusiness and the disposition of equipment to GSE Lining Technology Co. - Egypt S.A.E. as set forth on Schedule 5.2; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory Fair Market Value and notes receivablethe mandatory prepayment in the amount of the Net Proceeds of such disposition is made if and to the extent required by subsection 1.8(c); provided, that (i) at the time of any disposition, no Default or Event of Default shall exist or shall result from such disposition, (ii) not less than seventy-five percent (75% %) of the aggregate sales price from such disposition shall be paid in cashcash and shall be paid at the time of the closing of such disposition, (iii) such dispositions are made for fair market valuethe aggregate Fair Market Value of all assets so sold by the Credit Parties and their Subsidiaries, together, shall not exceed $5,000,000 in any Fiscal Year or $15,000,000 in the aggregate during the term of this Agreement, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) each such disposition is in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(barm’s length transaction, (v) no Stock or Stock Equivalents of the Term Credit Agreement or, if applicable, Second Lien Credit AgreementBorrower may be sold pursuant to this subsection 5.2(b), and (vvi) after giving effect no Stock or Stock Equivalents of any Subsidiary Guarantor may be sold pursuant to this subsection 5.2(b) unless all of the Stock and Stock Equivalents of such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been deliveredSubsidiary Guarantor is sold; (c) dispositions of Cash EquivalentsEquivalents for cash and at Fair Market Value; (d) licensestransactions permitted under subsection 5.1(l); (i) any Subsidiary of the Borrower may transfer any of its Property to the Borrower or any Subsidiary Guarantor and (ii) the Borrower may transfer any of its Property to any Subsidiary Guarantor so long as the Borrower does not transfer all or any material portion of its Property pursuant to this clause (e)(ii); (f) any Foreign Subsidiary of the Borrower may transfer any of its Property to any other Foreign Subsidiary of the Borrower; (g) transactions permitted under Section 5.9; (h) sales or discount, sublicensesin each case without recourse and in the Ordinary Course of Business, of Accounts arising in the Ordinary Course of Business, but only in connection with the collection or compromise thereof and not as part of any financing transaction; (i) transactions permitted by Section 5.3, issuances of Stock and Stock Equivalents by Holdings to the extent otherwise permitted hereunder and Investments permitted by Section 5.4; (j) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any Property of any Credit Party or any Subsidiary thereof provided the Net Proceeds thereof are applied (and/or reinvested) in accordance with subsection 1.8(c); (k) the abandonment or other disposition of Intellectual Property that is, in the reasonable good faith judgment of a Credit Party, no longer economically practicable or commercially desirable to maintain or useful in the conduct of the business of such Credit Party; (l) Liens permitted under Section 5.1 (to the extent constituting a transfer of Property); (m) terminations of operating leases by the applicable Credit Party or subleases granted to third parties Subsidiary of a Credit Party in the Ordinary Course of Business that do not interfering interfere in any material respect with the business of the Loan Credit Parties or their Subsidiaries and do not result in any of their Subsidiaries; (e) dispositions constituting an Investment material penalties to such Credit Party or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (hn) saletrade-leasebacks ins and exchanges of real estate, machinery and equipment with a value not to exceed $10,000,000 third parties conducted in the aggregateOrdinary Course of Business to the extent substantially comparable (or better) equipment useful in the operation of the business of any Credit Party is concurrently obtained in exchange therefor; (io) termination samples provided to customers or prospective customers in the Ordinary Course of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan PartyBusiness; (p) terminations of Rate Contracts; and (jq) any disposition described dispositions of non-core assets (“non-core assets” to be determined by Borrower in the Structure Memorandumexercise of its reasonable good faith business judgment and to consist only of those assets designated as “non-core assets” pursuant to written notification by the Borrower delivered to Agent prior to the time the Permitted Acquisition pursuant to which such assets are acquired is consummated) acquired in connection with any Permitted Acquisition, provided that all of the following conditions are satisfied: (i) the Fair Market Value of such non-core assets constitutes an immaterial portion of the assets acquired in the applicable Permitted Acquisition, (ii) the sales price from such disposition shall be paid in cash and at the time of the closing of such disposition, (iii) no Default or Event of Default shall have occurred and be continuing at the time of such disposition, (iv) such disposition shall occur no more than ninety (90) days after the acquisition of such non-core assets, (v) the mandatory prepayment in the amount of the Net Proceeds of such disposition is made if and to the extent required by subsection 1.8(c) and (vi) the Consolidated EBITDA generated by such non-core assets shall not have been included in the calculation of Consolidated EBITDA on a Pro Forma Basis in respect of the applicable Permitted Acquisition.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions of inventory, or used, worn-worn out or surplus equipment or defaulted receivables for collectionequipment, all in the Ordinary Course of Business; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)value; provided, that that: (i) at the time of any such disposition, no Event of Default shall exist or shall result from such disposition, ; (ii) such disposition does not involve (A) the sale or issuance of Stock or Stock Equivalents of any Subsidiary of any Credit Party or (B) a disposition by the Borrower to another Credit Party; (iii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, ; and (iv) the requirements aggregate fair market value of Section 2.05(b)(ii), to all assets sold by the extent applicable, are complied with Credit Parties and their Subsidiaries in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under reliance upon this clause (b) shall not exceed $200,000 in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent any Fiscal Quarter for which financial statements have been deliveredYear; (c) dispositions of Cash Equivalents in the Ordinary Course of Business made to a Person that is not an Affiliate of any Credit Party and conversions of Cash Equivalents into cash or other Cash Equivalents; (d) licensestransactions permitted under Section 5.1(k); (e) the leasing, sublicensesas lessor, leases of real or subleases granted to third parties personal property, or the assignment or sublease for fair value of leasehold interests, in each case no longer used or useful in the business of the Credit Parties and their Subsidiaries and otherwise in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this AgreementBusiness; (f) (i) sales or dispositions in connection with an Event of Lossequipment to the extent such equipment is exchanged for credit against the purchase price of similar or upgraded replacement equipment, or the proceeds of such sales or dispositions are applied to the purchase price of similar or upgraded replacement equipment; provided and (ii) sales or dispositions of equipment that the requirements of secure Capital Lease Obligations or other purchase money obligations otherwise permitted to exist pursuant to Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith5.1(h); (g) sales or dispositions of by any Credit Party (other than the assets of any Non-Material Subsidiary; (hBorrower) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Borrower or another Credit Party; and (jh) transactions otherwise permitted by Section 5.3. Anything contained herein to the contrary notwithstanding (a) no Credit Party shall issue any disposition described Stock or Stock Equivalents if such issuance would result in an Event of Default under Section 7.1(k), (b) no Subsidiary of a Credit Party shall sell or issue any Stock or Stock Equivalents to any Person other than to Holdings or a Wholly-Owned Subsidiary of Holdings, (c) no Credit Party may sell or issue any Stock or Stock Equivalents to any Person other than to another Credit Party, and (d) the Structure MemorandumBorrower may not issue any Stock or Stock Equivalents to any Person other than Intermediate Holdings.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collectionequipment, all in the Ordinary Course of Business; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)the mandatory prepayment in the amount of the Net Proceeds of such disposition is made if and to the extent required by Section 1.8; provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition fair market value of all assets so sold by the Credit Parties and their Subsidiaries, together, shall be paid not exceed in cash, any fiscal year $750,000 and (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Credit Parties are in compliance on a pro forma basis with the covenant covenants set forth in Section 7.19Article VI, recomputed for the most recent Fiscal Quarter fiscal period for which financial statements have been delivereddelivered pursuant to Section 4.1(b) or (c); (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases of Patents, Trademarks, Copyrights and other intellectual property rights granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Credit Parties or any of their Subsidiaries;, either on a non-exclusive basis or on an exclusive basis where exclusivity is restricted to a limited field of use that does not prohibit Borrowers and their Subsidiaries, or any of them, from commercializing the intellectual property rights so licensed or leased in applications outside the limited field of use or in an application presently commercialized by the Borrowers and their Subsidiaries; provided, however that (i) the Agent has a perfected first priority security interest in each such license, sublicense, lease or sublease and (ii) no Default or Event of Default shall exist at the time any Credit Party or any of its Subsidiaries enter into any such license, sublicense, lease or sublease; and (e) dispositions constituting an Investment licenses, sublicenses, leases or Restricted Payment permitted under this Agreement; (f) dispositions subleases of property other than intellectual property rights granted to third parties in connection the Ordinary Course of Business not interfering with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) business of the Term Credit Agreement are complied with in connection therewith; (g) dispositions Parties or any of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandumtheir Subsidiaries.

Disposition of Assets. No Loan Party None of the Borrowers shall, and no Loan Party or shall suffer or permit any of its Subsidiaries Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions of inventory, or used, worn-out worn‑out or surplus equipment or defaulted receivables for collectionproperty, all in the Ordinary Course ordinary course of Businessbusiness; (b) the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment; (c) dispositions of Receivables of Toro or any Subsidiaries to Red Iron and, to the extent TCC has become a Borrower hereunder pursuant to Section 2.17, TCC; (d) dispositions by any Originator of Receivables pursuant to Receivables Purchase Facilities or other disposition of Receivables at any time of Toro or its Subsidiaries, whether pursuant to a securitization facility, a factoring arrangement or other manner of monetization thereof provided that the outstanding unpaid amount of all such Receivables so sold in the aggregate shall not at any time exceed $200,000,000; (e) dispositions (i) made in accordance with Toro’s investment policy, (ii) made in connection with Acquisitions, (iii) dispositions of interests in Joint Ventures; (iv) dispositions in connections with Swap Contracts, (v) permitted dispositions of Subsidiaries, (vi) dispositions in connection with purchases by Toro of shares of its capital stock and associated rights to purchase shares of Toro’s preferred stock pursuant to Toro’s shareholder rights plan to the extent permitted by Sections 6.11 and 7.04(c), and (vii) disposition of interests in Red Iron; (f) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)hereunder; provided, that (i) at the time of any such disposition, no Event of Default shall exist or shall result from such disposition, disposition and (ii) the aggregate value of all assets so sold by Toro and its Subsidiaries shall not less than 75exceed in any fiscal year 15% of the aggregate sales price from consolidated total assets of Toro and its Subsidiaries determined as of the end of the most recently ended fiscal quarter of Toro; (g) Toro or any Subsidiary, including any Subsidiary Borrower, may sell, assign, lease, convey, transfer or otherwise dispose of assets to one of the Borrowers or another Wholly-Owned Subsidiary or in connection with the discontinuance of any line of business if the discontinuance of such disposition shall be paid line of business will not result in cash, a Material Adverse Effect; (iiih) such dispositions are made or transfers of cash or other property including capital stock (i) in payment for fair market value, (iv) goods or services in the requirements ordinary course of Section 2.05(b)(ii), business to the extent applicable, are complied with not otherwise prohibited hereunder and (ii) in connection therewithwith investments, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause including (bA) in an aggregate amount in excess of $7,500,000 per annum shall be paid investments in accordance with Section 2.03(bToro’s investment policy as adopted from time to time, (B) extensions of credit in the Term Credit Agreement ornature of accounts receivable or notes receivable arising from the sale or lease of goods or services in the ordinary course of business or extensions of credit by any Borrower to any of Toro’s Wholly-Owned Subsidiaries or by any of Toro’s Wholly-Owned Subsidiaries to any Borrower or to another of Toro’s Wholly-Owned Subsidiaries or extensions of credit made in the ordinary course of its business consistent with past practices to distributors or dealers of Toro’s and its Subsidiaries’ products, if applicable(C) investments incurred in order to consummate Acquisitions, Second Lien Credit Agreement(D) investments in Joint Ventures, (E) investments under Swap Contracts, (F) investments made in Subsidiaries, and (vG) after giving effect to such disposition, the Loan Parties are investments in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been deliveredRed Iron; (ci) dispositions of Cash Equivalentsresulting from any casualty or condemnation; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (fj) dispositions in connection with an Event of Loss; provided that the requirements of Restricted Payments permitted under Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith7.04; (gk) dispositions in connection with the granting of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan PartyPermitted Liens; and (jl) any disposition described dispositions in connection with the Structure Memorandumpayment of Contingent Obligations or Indebtedness not otherwise prohibited hereunder.