Common use of Disposition of Property Clause in Contracts

Disposition of Property. The Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless at the time of such transaction and after giving effect thereto and to the use of proceeds thereof, (i) no Default shall have occurred and be continuing and (ii) the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed of, and (iii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purpose.

Disposition of Property. The Dispose of any of its property, business or assets (including receivables and leasehold interests), whether now owned or hereafter acquired, or issue or sell to any Person (other than the Borrower will notor a Guarantor) any shares owned by it of any Subsidiary’s Capital Stock, except: (a) the Disposition of obsolete, worn-out or surplus assets to the extent such assets are not necessary for the operation of the Parent Guarantor’s and will not permit any Restricted Subsidiary toits Subsidiaries’ business; (b) the sale of inventory in the ordinary course of business; (c) Dispositions permitted by Section 7.4; (d) the Disposition of other assets (other than accounts receivable) for fair market value, directly or indirectly, consummate any Asset Sale unless at provided that (i) the time aggregate fair market value of such transaction and Dispositions, taken as a whole, pursuant to this clause (d) shall not exceed $1,000,000, (ii) after giving effect thereto and to the use any such Disposition, no Default or Event of proceeds thereof, (i) no Default shall have occurred and be continuing and (ii) the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed ofcontinuing, and (iii) the Loan Parties and their Subsidiaries (other than Daymark) may not convey, sell, lease, assign, transfer or otherwise Dispose of property or assets to Daymark; (e) the Parent Guarantor and any of its Subsidiaries may sell or discount without recourse accounts receivable arising in the case ordinary course of business in connection with the compromise or collection thereof; (f) the Borrower and any other Subsidiaries may convey, sell, lease, assign, transfer or otherwise dispose of property or assets to the Borrower or to a Wholly Owned Subsidiary of the Borrower; provided that if the transferor of such property is a Guarantor or the Borrower (i) the transferee thereof must either be the Borrower or a Guarantor, (ii) to the extent such transaction constitutes an Asset Sale Investment, such transaction is permitted under Section 7.8 and (iii) the Borrower and any other Subsidiary (other than an Asset Swap if after giving pro forma effect Daymark) may not convey, sell, lease, assign, transfer or otherwise dispose of property or assets to Daymark; (g) Dispositions of property to the extent that (i) such Asset Sale property is exchanged for credit against the purchase price of similar replacement property or (xii) the proceeds of such Disposition are promptly applied to the purchase price of similar replacement property; (h) the Disposition of all or substantially all of the Capital Stock or assets of Daymark or any portion thereof; provided that (i) no Default then exists or would arise from the consummation of such transaction; (ii) any intercompany payable owed by the Parent Guarantor or any of its Subsidiaries (other than Daymark) to Daymark or such applicable Subsidiary thereof shall be converted into a five-year unsecured promissory note, such promissory note to be satisfactory in form and substance to the Administrative Agent; (iii) the terms and conditions of such Disposition shall have been approved by the Administrative Agent (such approval not to be unreasonably withheld); (iv) the Parent Guarantor shall have delivered to the Administrative Agent at least 10 days prior to the Term B-1 Loan Repayment Dateconsummation of such proposed Disposition, a certification by the chief financial officer of the Borrower with respect to compliance with clauses (i) and (ii) above, together with all relevant financial information with respect to such assets, including without limitation, the Secured Net Leverage Ratio is greater than 1.50 aggregate consideration for such Disposition and any other information required to 1.00 demonstrate compliance with clauses (i) and (yii) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of:above; (i) any liabilities (as reflected in the Borrower’s Disposition of all or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) substantially all of the Borrower assets or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right Capital Stock of payment to (i) G&E Alesco Global Advisors, LLC and the Loans, that are assumed by the transferee assets of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, Related Funds and (ii) any securitiesE&I Advisors Asset Management, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, LLC; and (iiij) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received Sales pursuant to this clause (iii) that is at that time outstandinga “forced-sale”, not to exceed “buy-sell”, “put-call” or similar arrangement in joint venture agreements of Joint Ventures in effect on the greater of $75,000,000 Closing Date and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposelisted on Schedule 7.5(j).

Disposition of Property. The Borrower will notDispose of any of its property, and will not permit whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary toSubsidiary, directly issue or indirectly, consummate sell any Asset Sale unless at the time shares of such transaction and after giving effect thereto and Subsidiary’s Capital Stock to any Person, except: (a) the use Disposition of proceeds thereofobsolete, worn out, surplus, unnecessary or unused property in the ordinary course of business; (b) the Disposition of inventory in the ordinary course of business; (c) Dispositions permitted by clause (i) no Default shall have occurred and be continuing of Section 6.3(b); (d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or to a Wholly Owned Subsidiary of the Borrower; (e) the Disposition (i) of the Capital Stock of Westar Industries and (ii) by Westar Industries of its property; (f) the Disposition of accounts receivable, including any Disposition of insured receivables to the relevant insurer, as contemplated by the terms of the instruments governing the Accounts Receivable Financing and of accounts receivable, contracts and/or other property, assets or rights that give rise to accounts receivable of the Borrower or any Subsidiary or similar rights of the Borrower or any Subsidiary to receive cash over a period of time, any equity interest in any entity formed to hold such property, assets or rights, any reserve account established in connection therewith and the proceeds of any of the foregoing to third parties on arm’s length terms and conditions; (g) the Disposition of property set forth on Schedule 6.4(g); (h) the Disposition not otherwise permitted by this Section 6.4 (the “Applicable Disposition”) of other property the fair market value of which, when aggregated with the fair market value of all Dispositions of property made since the Closing Date in reliance on this Section 6.4(h), does not exceed 25% of the sum of (i) total assets less goodwill of the Borrower and its consolidated Subsidiaries (calculated without giving effect to (A) Westar Industries and its Subsidiaries and (B) Westar Resources (Bermuda), Ltd. and its Subsidiaries) as reflected on the financial statements of the Borrower delivered pursuant to Section 4.1(b) and (ii) any additions to the property, plant and equipment of the Borrower and its consolidated Subsidiaries made after the Closing Date but on or prior to the date of the Applicable Disposition; provided that the fair market value of any Disposition made pursuant to this Section 6.4(h) shall be determined as of the time such Disposition is made; (i) Dispositions pursuant to Requirements of Law; and (j) the Disposition of rail cars or other rolling stock, pollution control equipment or other environmental-related property or assets in connection with a sale-leaseback or other transaction that permits the Borrower or its Subsidiaries the continued right to use such property or assets for at least the lesser of (x) ten years and (y) the maximum period of time permitted under the applicable tax or accounting rules (whichever is greater) for the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal Subsidiary to the Fair Market Value of the continue to use such property or assets sold or otherwise disposed of, and (iii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to order for such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed transaction to be cash or Cash Equivalents for purposes of this provision and for no other purposecharacterized as a true sale.

Disposition of Property. The Borrower will notDispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any Equity Interests to any Person, except: (a) the Disposition of obsolete, surplus or worn out property in the ordinary course of business; (b) Dispositions of cash and Cash Equivalents, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless at the time sale of such transaction and after giving effect thereto and to inventory in the use ordinary course of proceeds thereof, business; (c) Dispositions expressly permitted by Section 7.4; (d) (i) the sale or issuance of any Subsidiary's Equity Interests to the Borrower or any Wholly Owned Subsidiary Guarantor and (ii) the sale or issuance of the Equity Interests of any Subsidiary of the Borrower that is not a Subsidiary Guarantor to any other Subsidiary of the Borrower that is not a Subsidiary Guarantor; (e) the sale or issuance of any Subsidiary's Equity Interests to a Designated Holding Company; provided that (i) such Equity Interests are contributed as a capital contribution to the direct parent of such Subsidiary on the date of such sale or issuance (and, if such parent is a Wholly Owned Subsidiary such parent shall remain a Wholly Owned Subsidiary after such contribution) and (ii) no DHC Default shall have occurred and be continuing or would result therefrom; (f) the Disposition (directly or indirectly through the Disposition of 100% of the Equity Interests of a Subsidiary) of operating assets by the Borrower or any of its Subsidiaries (it being understood that all Exchange Excess Amounts shall be deemed to constitute usage of availability in respect of Dispositions pursuant to this Section 7.5(f)), provided that (i) on the date of such Disposition (the “Disposition Date”; it being understood that, with respect to a series of related Dispositions required pursuant to a plan of Dispositions contained in a single agreement, the Disposition Date shall be the date of the first such Disposition), no Default or Event of Default shall have occurred and be continuing or would result therefrom; (ii) the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal Annualized Asset Cash Flow Amount attributable to the Fair Market Value of the assets sold or otherwise being disposed of, and when added to the Annualized Asset Cash Flow Amount attributable to all other assets previously disposed of pursuant to this Section 7.5(f) during the period from the Refresh Effective Date to such Disposition Date, shall not exceed an amount equal to 50% of Annualized Pro Forma Operating Cash Flow determined as of such Disposition Date; (iii) except in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00any Exchange, at least 75% of the consideration therefor received by the Borrower or proceeds of such Restricted Subsidiary, as the case may be, is Disposition shall be in the form of cash or Cash Equivalents; provided that (provided, however, that, for the amount of: purposes of this clause (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes theretof), or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Non-Cash Consideration received by the Borrower or any Restricted Subsidiary of its Subsidiaries in such Asset Sale any Disposition pursuant to this clause (f) having an aggregate Fair Market Valuefair market value, taken together with all other Designated Noncash Non-Cash Consideration received in connection with any other Disposition pursuant to this clause (iiif) that is at that time outstanding, not to exceed the greater of $75,000,000 500,000,000 and 3.03.00% of Total Assets at the time of the receipt of such Designated Noncash Consideration, (with the Fair Market Value fair market value of each item of Designated Noncash Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall ) will be deemed to be cash); and (iv) the Net Cash Proceeds of such Disposition shall be applied to prepay the Term Loans to the extent required by Section 2.9(a); (g) any Exchange by the Borrower and its Subsidiaries; provided that (i) on the relevant Exchange Date, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (ii) in the event that the Annualized Asset Cash Flow Amount attributable to the assets being Exchanged exceeds the annualized asset cash flow amount (determined in a manner comparable to the manner in which Annualized Asset Cash Flow Amounts are determined hereunder) of the assets received in connection with such Exchange (such excess amount, an “Exchange Excess Amount”), then, the Disposition of such Exchange Excess Amount shall be permitted by clauses (ii) and (iii) of Section 7.5(f); and (iii) the Net Cash Proceeds of such Exchange, if any, shall be applied to prepay the Term Loans to the extent required by Section 2.9(a); (h) Dispositions by the Borrower and its Subsidiaries of property acquired after the Original Restatement Effective Date (other than property acquired in connection with Exchanges of property owned on the Original Restatement Effective Date), so long as (i) no Default or Cash Equivalents Event of Default shall have occurred and be continuing or would result therefrom, (ii) a definitive agreement to consummate such Disposition is executed no later than twelve months after the date on which relevant property is acquired and (iii) such Disposition is consummated within eighteen months after the date on which the relevant property is acquired; (i) Dispositions consisting of capital contributions permitted by Section 7.7(h); (j) the Disposition by the Borrower and its Subsidiaries of other property having a fair market value not to exceed $10,000,000 in the aggregate for purposes any fiscal year of the Borrower (it being understood that a release in accordance with Section 10.14 of any Collateral Disposed of pursuant to this provision clause (j) shall not be required and upon consummation of a Disposition permitted by this clause (j), the Lien of the Administrative Agent shall be automatically released on the property disposed of); (k) Dispositions of Investments permitted by Section 7.7(h); provided that (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) such Disposition is made for no other purposefair market value. It is understood that this Section 7.5 does not apply to the sale or issuance of the Equity Interests of the Borrower.

Disposition of Property. The Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of (i) obsolete or worn out property in the ordinary course of business, (ii) equipment which the Borrower will notdetermines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and will not permit any Restricted Subsidiary to(v) within twelve months after the consummation of a Permitted Acquisition, directly or indirectly, consummate any Asset Sale unless at assets acquired in connection with such Permitted Acquisition so long as the time Borrower applies the Net Cash Proceeds of the Disposition of such transaction and after giving effect thereto and assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) in the use ordinary course of proceeds thereofbusiness, (i) no Default shall have occurred the sale of inventory and be continuing and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value conduct of the assets sold or otherwise disposed ofbusiness, and (iii) the Disposition of accounts receivable in connection with the case compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), (b) and (e); (d) the sale or issuance of any Subsidiary’s Capital Stock (i) to the Borrower or any Loan Party, and (ii) to the extent such sale or issuance is an Asset Sale Investment permitted by Section 7.7(f), to any other than an Asset Swap if Subsidiary; (e) the Disposition of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving pro forma effect to such Asset Sale Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the Term B-1 Loan Repayment Datetime of such Disposition, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% consolidated tangible assets of the consideration therefor received Borrower and its Subsidiaries at the Original Closing Date; (f) the Disposition of Investments permitted pursuant to clauses (b), (i), (j), (k) and (l) of Section 7.7; (g) the Disposition of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10; (h) the Borrower or such Restricted Subsidiary, as the case may be, is in the form Disposition of cash or Cash Equivalentsforeign assets and Dispositions by Excluded Foreign Subsidiaries; provided that the amount of:and (i) any liabilities the Disposition of (as reflected i) surplus property in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date ordinary course of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheetbusiness and (ii) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for equipment which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors determines in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that good faith is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposeuneconomic.

Disposition of Property. The Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any of such Subsidiary’s Capital Stock to any Person, except: (a) transactions in the ordinary course of business involving current assets or other assets classified in the Borrower’s balance sheet as available for sale or trading (as defined in FAS 115), including the disposition in the ordinary course of business of any assets in its investment portfolio and intra-Group Member capital contributions in the ordinary course of business; (b) the Disposition of obsolete, worn out or surplus property in the ordinary course of business; (c) the sale of inventory in the ordinary course of business; (d) the transfer by any Subsidiary of the Borrower will notof its assets to any other Subsidiary of the Borrower; (e) the license (as licensor) of intellectual property so long as such license does not materially interfere with the business of the Borrower or any of its Subsidiaries; (f) the release, surrender or waiver of contract, tort or other claims of any kind as a result of the settlement of any litigation or threatened litigation; (g) the granting or existence of Liens (and will foreclosure thereon) not permit prohibited by this Agreement; (h) the lease or sublease of real property so long as such lease or sublease does not materially interfere with the business of the Borrower or any Restricted of its Subsidiaries; (i) dividends not prohibited by Section 7.4; (j) any ceding of insurance or reinsurance in the ordinary course of business; (k) Dispositions permitted by Section 7.10(d)(i); (l) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Revolving Borrower; (m) Dispositions of the equity interests in a Subsidiary to, directly to a Wholly Owned Subsidiary of the Borrower; (n) Any Disposition as to which the proceeds are applied to the Obligations of the Borrower under this Agreement; provided that (i) the Borrower or indirectly, consummate any Asset Sale unless such Subsidiary receives consideration at the time of such transaction and after giving effect thereto and to the use of proceeds thereof, (i) no Default shall have occurred and be continuing and (ii) the Borrower or such Restricted Subsidiary, as the case may be, receives consideration Disposition at least equal to the Fair Market Value fair market value (as determined at the time of contractually agreeing to such Disposition) of the assets sold or otherwise disposed of, of and (iiiii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of:and (io) Dispositions of other property during any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) fiscal year of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right having an aggregate fair market value not to exceed 10% of payment to the Loans, that are assumed by the transferee consolidated assets of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time as of the receipt last day of such Designated Noncash Consideration, with the Fair Market Value prior fiscal year of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposeBorrower;.

Disposition of Property. The Dispose of any of its property, including Intellectual Property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of property that the Borrower will not, and will not permit or any Restricted Subsidiary toreasonably determines is obsolete, directly surplus, worn out, or indirectlyno longer useful in its business, consummate or is replaced in the ordinary course of business, including the lease or sublease of excess or unneeded real property; (b) the Disposition of inventory, internally manufactured test systems or cash or Cash Equivalents in the ordinary course of business; (c) Dispositions permitted by Section 7.3, Restricted Payments permitted by Section 7.5 and Investments permitted by Section 7.6; (d) the Disposition or issuance of any Asset Sale unless at the time of such transaction and after giving effect thereto and Restricted Subsidiary’s Capital Stock to the use Borrower or any Guarantor; (e) assignments and licensing and cross-licensing arrangements of proceeds thereoftechnology or other Intellectual Property in the ordinary course of business or the discontinuance, forfeiture, abandonment or other disposition of any item of Intellectual Property that is no longer economically practicable to maintain or useful in the conduct of the business of the Borrower and the Restricted Subsidiaries, as determined in the exercise of the Borrower’s or the applicable Restricted Subsidiary’s reasonable business judgment; (f) the Disposition of any property or assets, or the issuance of any Restricted Subsidiaries’ Capital Stock, (i) no Default shall have occurred and be continuing to any Loan Party and (ii) by any Restricted Subsidiary that is not a Guarantor to any other Restricted Subsidiary that is not a Guarantor; (g) transfers of property as a result of any Recovery Event; (h) leases, occupancy agreements and subleases of property in the ordinary course of business; (i) the Disposition of receivables and customary related assets pursuant to factoring programs on customary market terms for such transactions and with respect to receivables of, and generated by, Foreign Subsidiaries; (j) the Disposition of other property (other than receivables and customary related assets) having a net book value not to exceed 25.0% of Consolidated Assets (as determined as of the last day of the most recent fiscal period for which financial statements have been delivered hereunder prior to the Disposition thereof) in the aggregate during any fiscal year of the Borrower; provided, however, with respect to any such Dispositions of property pursuant to this clause (j) having a net book value in excess of 10.0% of the Consolidated Assets (as determined as of the last day of the most recent fiscal period for which financial statements have been delivered hereunder prior to the Disposition thereof), such Dispositions shall only be permitted if (x) not less than 75% of the aggregate sale price from such Disposition shall be paid in cash or Cash Equivalents and (y) the Borrower shall be in pro forma compliance with each of the financial covenants set forth in Article VI after giving effect to such Disposition and recomputed for the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered hereunder; provided, however, that for the purposes of this clause (j), the following shall be deemed to be Cash Equivalents: (A) any liabilities (as shown on the Borrower’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed of, and (iii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loanspayment in cash of the Obligations, that (i) are assumed by the transferee of any with respect to the applicable Disposition or (ii) are otherwise cancelled or terminated in connection with the transaction with such assets and transferee (other than intercompany debt owed to the Borrower or its Restricted Subsidiaries) and, in each case, for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, writing and (iiB) any securities, notes or other similar obligations or assets received by the Borrower or such the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so convertedof the Cash Equivalents received) within 180 days following the closing of the applicable Disposition; (k) Disposition of assets acquired pursuant to a Permitted Acquisition that constitute “non-core assets” within 365 days after the consummation of such Asset SalePermitted Acquisition; provided, that not less than 75% of the aggregate sale price from such Disposition shall be paid in cash or Cash Equivalents; (l) Dispositions of Unrestricted Subsidiaries; and (iiim) any Designated Noncash Consideration received by discounts, adjustments or forgiveness of accounts receivable and other contract claims in the Borrower ordinary course of business or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together connection with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash collection or Cash Equivalents for purposes of this provision and for no other purposecompromise thereof.

Disposition of Property. The Borrower will notDispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any Equity Interests to any Person, except: (a) the Disposition of obsolete, surplus or worn out property in the ordinary course of business; (b) Dispositions of cash and Cash Equivalents, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless at the time sale of such transaction and after giving effect thereto and to inventory in the use ordinary course of proceeds thereof, business; (c) Dispositions expressly permitted by Section 7.4; (d) (i) the sale or issuance of any Subsidiary’s Equity Interests to the Borrower or any Wholly Owned Subsidiary Guarantor and (ii) the sale or issuance of the Equity Interests of any Subsidiary of the Borrower that is not a Subsidiary Guarantor to any other Subsidiary of the Borrower that is not a Subsidiary Guarantor; (e) the sale or issuance of any Subsidiary’s Equity Interests to a Designated Holding Company; provided that (i) such Equity Interests are contributed as a capital contribution to the direct parent of such Subsidiary on the date of such sale or issuance (and, if such parent is a Wholly Owned Subsidiary such parent shall remain a Wholly Owned Subsidiary after such contribution) and (ii) no DHC Default shall have occurred and be continuing or would result therefrom; (f) the Disposition (directly or indirectly through the Disposition of 100% of the Equity Interests of a Subsidiary) of operating assets by the Borrower or any of its Subsidiaries (it being understood that all Exchange Excess Amounts shall be deemed to constitute usage of availability in respect of Dispositions pursuant to this Section 7.5(f)), provided that (i) on the date of such Disposition (the “Disposition Date”; it being understood that, with respect to a series of related Dispositions required pursuant to a plan of Dispositions contained in a single agreement, the Disposition Date shall be the date of the first such Disposition), no Default or Event of Default shall have occurred and be continuing or would result therefrom; (ii) the Borrower or all such Restricted Subsidiary, as the case may be, receives consideration at least Dispositions pursuant to this clause (f) shall not exceed an amount equal to the Fair Market Value 50% of Total Assets as of the assets sold or otherwise disposed of, and last day of the Test Period then most recently ended; (iii) except in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00any Exchange, at least 75% of the consideration therefor received by the Borrower or proceeds of such Restricted Subsidiary, as the case may be, is Disposition shall be in the form of cash or Cash Equivalents; provided that (provided, however, that, for the amount of: purposes of this clause (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes theretof), or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Non-Cash Consideration received by the Borrower or any Restricted Subsidiary of its Subsidiaries in such Asset Sale any Disposition pursuant to this clause (f) having an aggregate Fair Market Valuefair market value, taken together with all other Designated Noncash Non-Cash Consideration received in connection with any other Disposition pursuant to this clause (iiif) that is at that time outstanding, not to exceed the greater of $75,000,000 2,000,000,000 and 3.03.00% of Total Assets at the time of the receipt of such Designated Noncash Consideration, (with the Fair Market Value fair market value of each item of Designated Noncash Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall ) will be deemed to be cash); and (iv) the Net Cash Proceeds of such Disposition shall be applied to prepay the Term Loans to the extent required by Section 2.9(a); (g) any Exchange by the Borrower and its Subsidiaries; provided that (i) on the relevant Exchange Date, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (ii) in the event that the Annualized Asset Cash Flow Amount attributable to the assets being Exchanged exceeds the annualized asset cash flow amount (determined in a manner comparable to the manner in which Annualized Asset Cash Flow Amounts are determined hereunder) of the assets received in connection with such Exchange (such excess amount, an “Exchange Excess Amount”), then, the Disposition of such Exchange Excess Amount shall be permitted by clauses (ii) and (iii) of Section 7.5(f); and (iii) the Net Cash Proceeds of such Exchange, if any, shall be applied to prepay the Term Loans to the extent required by Section 2.9(a); (h) Dispositions by the Borrower and its Subsidiaries of property acquired after the Original Restatement Effective Date (other than property acquired in connection with Exchanges of property owned on the Original Restatement Effective Date), so long as (i) no Default or Cash Equivalents Event of Default shall have occurred and be continuing or would result therefrom, (ii) a definitive agreement to consummate such Disposition is executed no later than twelve months after the date on which relevant property is acquired and (iii) such Disposition is consummated within eighteen months after the date on which the relevant property is acquired; (i) Dispositions consisting of capital contributions permitted by Section 7.7(h); (j) the Disposition by the Borrower and its Subsidiaries of other property having a fair market value not to exceed $10,000,000 in the aggregate for purposes any fiscal year of the Borrower (it being understood that a release in accordance with Section 10.14 of any Collateral Disposed of pursuant to this provision clause (j) shall not be required and upon consummation of a Disposition permitted by this clause (j), the Lien of the Administrative Agent shall be automatically released on the property disposed of); (k) Dispositions of Investments permitted by Section 7.7(h); provided that (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) such Disposition is made for no other purposefair market value. It is understood that this Section 7.5 does not apply to the sale or issuance of the Equity Interests of the Borrower.

Disposition of Property. The Borrower will notDispose of any of its property, and will not permit whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary toSubsidiary, directly issue or indirectly, consummate sell any Asset Sale unless at the time shares of such transaction Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsolete or worn out property in the ordinary course of business; (b) the sale of inventory and after giving effect thereto other assets (including loans, securities and to derivatives) in the use ordinary course of proceeds thereof, business; (c) Dispositions permitted by clause (i) no Default shall have occurred and be continuing and of Section 6.4(b); (d) the sale or issuance of the Capital Stock of (i) any Subsidiary to the Borrower or any Guarantor or (ii) any Subsidiary that is not a Guarantor to any other Subsidiary that is not a Guarantor; (e) (i) the sale by any Loan Party of its property or assets to another Loan Party, (ii) the Borrower sale by any Subsidiary (other than a Broker-Dealer Subsidiary) that is not a Guarantor of its property or such Restricted Subsidiary, as the case may be, receives consideration at least equal assets to the Fair Market Value of the assets sold or otherwise disposed of, another Subsidiary that is not a Guarantor and (iii) the sale by a Broker-Dealer Subsidiary of its property or assets to another Broker-Dealer Subsidiary that shall not have any Indebtedness not permitted to be incurred under Section 6.2 (other than paragraph (c) thereof). (f) any Restricted Payment or Investment that is permitted to be made, and is made, under Section 6.6 or 6.8, respectively; (g) the lease, assignment or sublease of any real or personal property in the case ordinary course of an Asset Sale business; (h) sales or grants of licenses or sublicenses to use the Borrower’s or any of its Subsidiaries’ trademarks, patents, trade secrets, know-how or other than an Asset Swap if after giving pro forma effect intellectual property and technology to the extent that such Asset Sale sale, license or sublicense does not prohibit the licensor from using such trademark, patent, trade secret, know-how, technology or other intellectual property and is in the ordinary course of business; and (i) the Disposition of other property not in the ordinary course of business having a fair market value not to exceed, in the aggregate for any fiscal year of the Borrower, $3,000,000; provided that (x) prior any such Disposition to a Person that is not a Group Member is for consideration at least equivalent to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 fair market value of such other property and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% in no event shall Dispositions of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received loans be permitted pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purpose6.5(i).

Disposition of Property. The Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless Sale; provided that the Borrower and its Restricted Subsidiaries may consummate Asset Sales so long as (a) at the time of such transaction and immediately after giving effect thereto to such Asset Sale and to the use of proceeds thereof, (i) the Borrower shall be in compliance on a Pro Forma Basis with Section 6.10 and (ii) no Event of Default shall have occurred and be continuing and continuing, (iib) the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed of, and (iiic) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00Swap, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided provided, further, that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets 25,000,000 at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purpose.

Disposition of Property. The Borrower will notDispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any Equity Interests to any Person, except: (a) the Disposition of obsolete, surplus or worn out property in the ordinary course of business; (b) Dispositions of cash and Cash Equivalents, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless at the time sale of such transaction and after giving effect thereto and to inventory in the use ordinary course of proceeds thereof, business; (c) Dispositions expressly permitted by Section 7.4; (d) (i) the sale or issuance of any Subsidiary’s Equity Interests to the Borrower or any Wholly Owned Subsidiary Guarantor and (ii) the sale or issuance of the Equity Interests of any Subsidiary of the Borrower that is not a Subsidiary Guarantor to any other Subsidiary of the Borrower that is not a Subsidiary Guarantor; (e) the sale or issuance of any Subsidiary’s Equity Interests to a Designated Holding Company; provided that (i) such Equity Interests are contributed as a capital contribution to the direct parent of such Subsidiary on the date of such sale or issuance (and, if such parent is a Wholly Owned Subsidiary such parent shall remain a Wholly Owned Subsidiary after such contribution) and (ii) no DHC Default shall have occurred and be continuing or would result therefrom; (f) the Disposition (directly or indirectly through the Disposition of 100% of the Equity Interests of a Subsidiary) of operating assets by the Borrower or any of its Subsidiaries (it being understood that all Exchange Excess Amounts shall be deemed to constitute usage of availability in respect of Dispositions pursuant to this Section 7.5(f)), provided that (i) on the date of such Disposition (the “Disposition Date”; it being understood that, with respect to a series of related Dispositions required pursuant to a plan of Dispositions contained in a single agreement, the Disposition Date shall be the date of the first such Disposition), no Default or Event of Default shall have occurred and be continuing or would result therefrom; (ii) the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal Annualized Asset Cash Flow Amount attributable to the Fair Market Value of the assets sold or otherwise being disposed of, and when added to the Annualized Asset Cash Flow Amount attributable to all other assets previously disposed of pursuant to this Section 7.5(f) during the period from the Refresh Effective Date to such Disposition Date, shall not exceed an amount equal to 50% of Annualized Pro Forma Operating Cash Flow determined as of such Disposition Date; (iii) except in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00any Exchange, at least 75% of the consideration therefor received by the Borrower or proceeds of such Restricted Subsidiary, as the case may be, is Disposition shall be in the form of cash or Cash Equivalents; provided that (provided, however, that, for the amount of: purposes of this clause (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes theretof), or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Non-Cash Consideration received by the Borrower or any Restricted Subsidiary of its Subsidiaries in such Asset Sale any Disposition pursuant to this clause (f) having an aggregate Fair Market Valuefair market value, taken together with all other Designated Noncash Non-Cash Consideration received in connection with any other Disposition pursuant to this clause (iiif) that is at that time outstanding, not to exceed the greater of $75,000,000 500,000,000 and 3.03.00% of Total Assets at the time of the receipt of such Designated Noncash Consideration, (with the Fair Market Value fair market value of each item of Designated Noncash Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall ) will be deemed to be cash); and (iv) the Net Cash Proceeds of such Disposition shall be applied to prepay the Term Loans to the extent required by Section 2.9(a); (g) any Exchange by the Borrower and its Subsidiaries; provided that (i) on the relevant Exchange Date, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (ii) in the event that the Annualized Asset Cash Flow Amount attributable to the assets being Exchanged exceeds the annualized asset cash flow amount (determined in a manner comparable to the manner in which Annualized Asset Cash Flow Amounts are determined hereunder) of the assets received in connection with such Exchange (such excess amount, an “Exchange Excess Amount”), then, the Disposition of such Exchange Excess Amount shall be permitted by clauses (ii) and (iii) of Section 7.5(f); and (iii) the Net Cash Proceeds of such Exchange, if any, shall be applied to prepay the Term Loans to the extent required by Section 2.9(a); (h) Dispositions by the Borrower and its Subsidiaries of property acquired after the Original Restatement Effective Date (other than property acquired in connection with Exchanges of property owned on the Original Restatement Effective Date), so long as (i) no Default or Cash Equivalents Event of Default shall have occurred and be continuing or would result therefrom, (ii) a definitive agreement to consummate such Disposition is executed no later than twelve months after the date on which relevant property is acquired and (iii) such Disposition is consummated within eighteen months after the date on which the relevant property is acquired; (i) Dispositions consisting of capital contributions permitted by Section 7.7(h); (j) the Disposition by the Borrower and its Subsidiaries of other property having a fair market value not to exceed $10,000,000 in the aggregate for purposes any fiscal year of the Borrower (it being understood that a release in accordance with Section 10.14 of any Collateral Disposed of pursuant to this provision clause (j) shall not be required and upon consummation of a Disposition permitted by this clause (j), the Lien of the Administrative Agent shall be automatically released on the property disposed of); (k) Dispositions of Investments permitted by Section 7.7(h); provided that (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) such Disposition is made for no other purposefair market value. It is understood that this Section 7.5 does not apply to the sale or issuance of the Equity Interests of the Borrower.

Disposition of Property. The Borrower will notDispose of any of its property, and will not permit any Restricted Subsidiary towhether now owned or hereafter acquired, directly or indirectlyor, consummate any Asset Sale unless at the time of such transaction and after giving effect thereto and to the use of proceeds thereof, (i) no Default shall have occurred and be continuing and (ii) the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed of, and (iii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect any Restricted Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to such Asset Sale any Person, except: (xa) prior to the Term B-1 Loan Repayment Date, Disposition of obsolete or worn out property in the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and ordinary course of business; (yb) on or after the Term B-1 Loan Repayment Date, sale of inventory in the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% ordinary course of business; (c) Dispositions permitted by clause (i) of Section 7.4(b); (d) the consideration therefor received by Disposition of any asset (i) of the Borrower or such any Restricted Subsidiary to the Borrower or any Wholly Owned Subsidiary Guarantor, (ii) of any Restricted Subsidiary that is not a Wholly Owned Subsidiary Guarantor to a Subsidiary Guarantor, (iii) solely among Restricted Subsidiaries that are not Loan Parties, (iv) of a Restricted Subsidiary that is not a Loan Party to a Loan Party, (v) solely among Loan Parties (other than the Borrower) that are not Wholly Owned Subsidiary Guarantors and (vi) of the Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary in any IP Reorganization Transaction; (e) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary Guarantor; (f) any Disposition of an interest in accounts or notes receivable and related assets as part of a Qualified Receivables Transaction; (g) any Lien permitted under Section 7.3, as the case may beany merger, is in the form of cash consolidation, liquidation or Cash Equivalents; provided that the amount of:dissolution permitted under Section 7.4, any Restricted Payment permitted under Section 7.6 and any Investment permitted under Section 7.7; (h) any Disposition pursuant to any Swap Agreement permitted hereunder; (i) any liabilities Disposition of accounts receivable (and rights ancillary thereto) of Restricted Subsidiaries pursuant to, and in accordance with the terms of, the factoring agreement pursuant to which the Factoring Indebtedness referred to in Section 7.2(h) is incurred; (j) any (i) Disposition pursuant to any non-exclusive license of Intellectual Property and (ii) any exclusive license of Intellectual Property entered into in the ordinary course of business of the applicable Group Member; (k) dispositions of accounts receivable and other rights to payment principally for collection purposes; and (l) the Disposition of other property having a fair market value not to exceed 10% of Consolidated Tangible Assets in the aggregate for any fiscal year of the Borrower; provided that (i) the consideration for any such Disposition (or series of related Dispositions) in excess of $40,000,000 consists of at least 75% cash consideration (provided that for purposes of the 75% cash consideration requirement (A) (1) the amount of any Indebtedness of the Borrower or any Restricted Subsidiary (as reflected in the Borrower’s or shown on such Restricted Subsidiaryperson’s most recent balance sheet or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities ) that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are is assumed by the transferee of any such assets and for which assets, (2) the Borrower and all amount of its Restricted Subsidiaries have been validly released by all creditors any trade-in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (value applied to the extent so converted) within 180 days following the closing purchase price of any replacement assets acquired in connection with such Asset Sale, and Disposition and (iii3) any Designated Noncash Non-Cash Consideration received by the Borrower or any Restricted Subsidiary in respect of such Asset Sale Disposition having an aggregate Fair Market Valuefair market value, taken together with all other Designated Noncash Non-Cash Consideration received pursuant to this clause (iii) that is at that time outstanding3), not to exceed the greater in excess of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration40,000,000, with the Fair Market Value of in each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, case shall be deemed to be cash or and (B) Cash Equivalents for purposes and marketable U.S. debt securities (determined in accordance with GAAP) shall be deemed to be cash), (ii) no Event of this provision Default then exists or would result therefrom and for no other purpose(iii) the Net Proceeds thereof are applied in accordance with Section 2.12(b).

Disposition of Property. The Parent Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, directly Dispose of any of their respective properties or indirectly, consummate assets (including any Asset Sale unless Capital Stock of its Subsidiaries) except: (a) sales of inventory or other Dispositions in the ordinary course of business; (b) Dispositions of accounts receivable in connection with securitization programs in an aggregate amount as to all such programs of up to $350,000,000 at any one time outstanding (calculated by reference to the maximum financing amount available under each such program); (c) Dispositions of property having a fair market value not to exceed in any fiscal year of the Parent Borrower 10% of the Consolidated Assets of the Parent Borrower and its Subsidiaries measured at the time of any such transaction and after Disposition is to be made before giving effect thereto thereto; (d) any Disposition of the Vancouver paper mill or the Xxxxx-sur-Xxxxxxxxx pulp mill and/or sawmill, the Ottawa paper mill, all saw xxxxx located in Canada and any related assets; (e) any Disposition by a Subsidiary of the Parent Borrower otherwise permitted under Section 7.4; (f) the sale or discount without recourse (or, if consistent with customary practice in the applicable country, with recourse) of accounts receivable or notes receivable arising in the ordinary course of business, or the conversion or exchange of accounts receivable into or for notes receivable, in each case in connection with the compromise or collection thereof; (g) the sale or other Disposition of any assets or property by the Parent Borrower or any of its Subsidiaries to the use Parent Borrower or any Wholly-Owned Subsidiary of proceeds thereof, the Parent Borrower; (h) pursuant to Sale-Leaseback Transactions permitted by Section 7.3; (i) the abandonment, sale or other Disposition of patents, trademarks or other intellectual property that are, in the reasonable judgment of the Parent Borrower, no Default shall have occurred longer economically practicable to maintain or useful in the conduct of the business of the Parent Borrower and be continuing and its Subsidiaries taken as a whole; (iij) the sale or other Disposition of any assets or property by the Parent Borrower or such Restricted Subsidiaryany of its Subsidiaries for cash consideration in an amount equal, as the case may be, receives consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed of, and (iii) in the case of an Asset Sale each such sale or other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior Disposition, to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% fair market value of the consideration therefor received assets or property being sold or otherwise Disposed of, as determined in good faith by the Parent Borrower or such Restricted Subsidiary(and, as in the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and sale or other Disposition for which more than US$100,000,000, as determined in good faith by the Borrower and all Board of its Restricted Subsidiaries Directors of the Parent Borrower), provided, that the Net Cash Proceeds of such sale or other Disposition are promptly used to prepay the Term Loans in accordance with Section 2.13 (but without any Reinvestment Notice being given with respect thereto) or, if the Term Loans have been validly released prepaid in full, the Revolving Commitments are concurrently reduced by all creditors in writing, (ii) an amount equal to such Net Cash Proceeds, with any securities, notes or other similar obligations received such reduction of the Revolving Commitments to be accompanied by a prepayment of the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (Revolving Loans to the extent necessary so converted) within 180 days following that the closing Revolving Extensions of such Asset Sale, Credit outstanding will not exceed the amount of the Revolving Commitments as so reduced; and (iiik) any Designated Noncash Consideration received by the Borrower issuance, sale or other Disposition of preferred stock (or equivalent equity interest) of any Restricted Subsidiary constituting Indebtedness created, incurred, assumed or existing in such Asset Sale having an aggregate Fair Market Value, taken together compliance with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposeSection 7.2.

Disposition of Property. The Borrower will notDispose of any of its property, and will not permit whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary toof the Borrower, directly issue or indirectly, consummate sell any Asset Sale unless at the time shares of such transaction and after giving effect thereto and Subsidiary's Capital Stock to any Person, except: (a) the use Disposition of proceeds thereof, obsolete or worn out property in the ordinary course of business; (b) the sale of inventory in the ordinary course of business; (c) Dispositions (i) no Default shall have occurred and be continuing by the Borrower of any of its assets to any Wholly Owned Subsidiary Guarantor and (ii) by any Subsidiary of the Borrower of any of its assets (upon voluntary liquidation or otherwise) to the Borrower or such Restricted any Wholly Owned Subsidiary Guarantor; (d) the sale or issuance of any Subsidiary, as the case may be, receives consideration at least equal 's Capital Stock to the Fair Market Value of the assets sold or otherwise disposed of, and (iii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiaryany Wholly Owned Subsidiary Guarantor; (e) the Disposition of other property having a fair market value not to exceed $50,000,000 for any fiscal year of the Borrower; provided, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of:requirements of Section 2.11(c) are complied with in connection therewith; and (f) Dispositions referred to in Sections 7.8(f), (g) and (h); (g) Dispositions to or by Legacy Trust or the Insurance Subsidiary of Capital Stock of the Borrower; (h) Dispositions to or by Legacy Trust or the Insurance Subsidiary of Indebtedness described in Section 7.2(b) to the Borrower or any Wholly Owned Subsidiary Guarantor; (i) any liabilities Dispositions by the Borrower to Legacy Trust of cash in an amount not to exceed (when taken together with the amount of Restricted Payments made pursuant to Section 7.6(e)) the amount necessary to pay operating costs and expenses of Legacy Trust incurred in the ordinary course of business (not to exceed $150,000 per fiscal year of the Borrower) and to make payments to Third Party Beneficiaries (as reflected defined in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or Trust Agreement) pursuant to and in accordance with the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or Trust Agreement as in the footnotes thereto if such incurrence or accrual had taken place effect on the date hereof and Dispositions by Legacy Trust of such balance sheetcash to such Third Party Beneficiaries; and (j) Dispositions by the Insurance Subsidiary effected solely for the purpose of liquidating assets in order to permit the Insurance Subsidiary to pay expenses and to make payments on insurance claims of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of and/or any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by with the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing proceeds of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposeDispositions.

Disposition of Property. The Borrower will notDispose of any of its Property (including, receivables and will not permit leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary toof Borrower, directly issue or indirectly, consummate sell any Asset Sale unless at the time shares of such transaction and Subsidiary’s Capital Stock (including pursuant to any merger, consolidation, restructuring, recapitalization, reorganization or amalgamation) to any Person, except: (a) Dispositions of obsolete or worn out property in the ordinary course of business; (b) Dispositions permitted by Section 6.4(b); (c) the sale or issuance of any Subsidiary’s Capital Stock to Borrower or any Wholly Owned Subsidiary Guarantor; (d) the sale of inventory (including Hydrocarbons sold as produced) which is sold in the ordinary course of business on ordinary trade terms; provided that no contract for the sale of Hydrocarbons shall obligate any Loan Party or any Subsidiary thereof to deliver Hydrocarbons at a future date without receiving full payment therefor within 90 days after delivery; (e) Dispositions of claims against customers, working interest owners, other industry partners or any other Person in connection with workouts or bankruptcy, insolvency or other similar proceedings with respect thereto; (f) Dispositions of funds collected for the beneficial interest of, or of the interests owned by, royalty, overriding royalty or working interest owners; (g) abandonment of Properties not capable of producing Hydrocarbons in paying quantities after expiration of their primary terms; (h) any Disposition giving effect thereto and rise to a Casualty Recovery Event, provided that the use of proceeds thereof, thereof are applied to one or more Qualified Investments; and (i) farm-outs of Undeveloped Acreage and assignments in connection therewith; provided that (i) Agent consents to such farm-outs and assignments, such consent not to be unreasonably withheld, and (ii) no Default or Event of Default shall have occurred and be continuing and (ii) continuing. For the Borrower or such Restricted Subsidiaryavoidance of doubt, as the case may be, receives consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed of, and (iii) neither this Section 6.5 nor any other provision in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet this Agreement or in any other Loan Document shall prohibit the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are Disposition by their terms subordinated in right of payment to the Loans, that are assumed by the transferee Prima of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securitiesProperties or the proceeds thereof, notes or other similar obligations received by the Borrower or regardless of whether such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposeProperties constitute Mortgaged Properties.

Disposition of Property. The Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any Equity Interests to any Person, except: (a) the Disposition of obsolete or worn out property in the ordinary course of business; (b) the sale of inventory in the ordinary course of business; (c) Dispositions expressly permitted by Section 7.4; (d) the sale or issuance of any Subsidiary's Equity Interests to the Borrower will not, and will not permit or any Restricted Wholly Owned Subsidiary to, Guarantor; (e) the Disposition (directly or indirectlyindirectly through the Disposition of 100% of the Equity Interests of a Subsidiary) of operating assets by the Borrower or any of its Subsidiaries (it being understood that Exchange Excess Amounts shall be deemed to constitute usage of availability in respect of Dispositions pursuant to this Section 7.5(e)), consummate any Asset Sale unless at the time of such transaction and after giving effect thereto and to the use of proceeds thereof, provided that (i) on the date of such Disposition (the "Disposition Date"), no Default or Event of Default shall have occurred and be continuing and or would result therefrom; (ii) the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal Annualized Asset Cash Flow Amount attributable to the Fair Market Value of the assets sold or otherwise being disposed of, and when added to the Annualized Asset Cash Flow Amount attributable to all other assets previously disposed of pursuant to this Section 7.5(e) during the one-year period ending on such Disposition Date (or, if shorter, the period from the Restatement Effective Date to such Disposition Date), shall not exceed an amount equal to 30% of Annualized Pro Forma Operating Cash Flow determined as of such Disposition Date; (iii) in the case Annualized Asset Cash Flow Amount attributable to the assets being disposed of, when added to the Annualized Asset Cash Flow Amount attributable to all other assets previously disposed of an Asset Sale other than an Asset Swap if after giving pro forma effect pursuant to this Section 7.5(e) during the period from the Restatement Effective Date to such Asset Sale Disposition Date), shall not exceed an amount equal to 50% of Annualized Pro Forma Operating Cash Flow determined as of such Disposition Date; (xiv) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor proceeds of such Disposition shall be in the form of cash; and (v) the Net Cash Proceeds of such Disposition shall be applied to prepay the Term Loans to the extent required by Section 2.9(a); (f) any Exchange by the Borrower and its Subsidiaries, provided that (i) on the date of such Exchange, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (ii) the assets received in connection with such Exchange shall be received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form a Wholly Owned Subsidiary of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, and ; (iii) in the event that (x) any Designated Noncash Consideration received by cash consideration is paid to the Borrower or any Restricted Subsidiary of its Subsidiaries in connection with such Exchange and (y) the Annualized Asset Sale having Cash Flow Amount attributable to the assets being Exchanged exceeds the annualized asset cash flow amount (determined in a manner comparable to the manner in which Annualized Asset Cash Flow Amounts are determined hereunder) of the assets received in connection with such Exchange (such excess amount, an aggregate Fair Market Value"Exchange Excess Amount"), taken together with all other Designated Noncash Consideration received pursuant to this clause then, the Disposition of such Exchange Excess Amount is permitted by clauses (ii) and (iii) that of Section 7.5(e); and (iv) the Net Cash Proceeds of such Exchange, if any, shall be applied to prepay the Term Loans to the extent required by Section 2.9(a); (g) Dispositions of property acquired after the Restatement Effective Date, (other than property acquired in connection with Exchanges of property owned on the Restatement Effective Date), so long as (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (ii) a definitive agreement to consummate such Disposition is at that time outstanding, executed no later than twelve months after the date on which relevant property is acquired and (iii) such Disposition is consummated within eighteen months after the date on which the relevant property is acquired; and (h) the Disposition of other property having a fair market value not to exceed $5,000,000 in the greater of $75,000,000 and 3.0% of Total Assets at the time aggregate for any fiscal year of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposeBorrower.

Disposition of Property. The Borrower will notDispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any Equity Interests to any Person, except: (a) the Disposition of obsolete, surplus or worn out property in the ordinary course of business; (b) Dispositions of cash and Cash Equivalents, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless at the time sale of such transaction and after giving effect thereto and to inventory in the use ordinary course of proceeds thereof, business; (c) Dispositions expressly permitted by Section 7.4; (d) (i) the sale or issuance of any Subsidiary’s Equity Interests to the Borrower or any Wholly Owned Subsidiary Guarantor and (ii) the sale or issuance of the Equity Interests of any Subsidiary of the Borrower that is not a Subsidiary Guarantor to any other Subsidiary of the Borrower that is not a Subsidiary Guarantor; (e) the sale or issuance of any Subsidiary’s Equity Interests to a Designated Holding Company; provided that (i) such Equity Interests are contributed as a capital contribution to the direct parent of such Subsidiary on the date of such sale or issuance (and, if such parent is a Wholly Owned Subsidiary such parent shall remain a Wholly Owned Subsidiary after such contribution) and (ii) no DHC Default shall have occurred and be continuing or would result therefrom; (f) the Disposition (directly or indirectly through the Disposition of 100% of the Equity Interests of a Subsidiary) of operating assets by the Borrower or any of its Subsidiaries (it being understood that all Exchange Excess Amounts shall be deemed to constitute usage of availability in respect of Dispositions pursuant to this Section 7.5(f)), provided that (i) on the date of such Disposition (the “Disposition Date”; it being understood that, with respect to a series of related Dispositions required pursuant to a plan of Dispositions contained in a single agreement, the Disposition Date shall be the date of the first such Disposition), no Default or Event of Default shall have occurred and be continuing or would result therefrom; (ii) the Borrower or all such Restricted Subsidiary, as the case may be, receives consideration at least Dispositions pursuant to this clause (f) shall not exceed an amount equal to the Fair Market Value 50% of Total Assets as of the assets sold or otherwise disposed of, and last day of the Test Period then most recently ended; (iii) except in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00any Exchange, at least 75% of the consideration therefor received by the Borrower or proceeds of such Restricted Subsidiary, as the case may be, is Disposition shall be in the form of cash or Cash Equivalents; provided that (provided, however, that, for the amount of: purposes of this clause (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes theretof), or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Non-Cash Consideration received by the Borrower or any Restricted Subsidiary of its Subsidiaries in such Asset Sale any Disposition pursuant to this clause (f) having an aggregate Fair Market Valuefair market value, taken together with all other Designated Noncash Non-Cash Consideration received in connection with any other Disposition pursuant to this clause (iiif) that is at that time outstanding, not to exceed the greater of $75,000,000 2,000,000,000 and 3.03.00% of Total Assets at the time of the receipt of such Designated Noncash Consideration, (with the Fair Market Value fair market value of each item of Designated Noncash Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall ) will be deemed to be cash); and (iv) the Net Cash Proceeds of such Disposition shall be applied to prepay the Term Loans to the extent required by Section 2.9(a); (g) any Exchange by the Borrower and its Subsidiaries; provided that (i) on the relevant Exchange Date, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (ii) in the event that the Annualized Asset Cash Flow Amount attributable to the assets being Exchanged exceeds the annualized asset cash flow amount (determined in a manner comparable to the manner in which Annualized Asset Cash Flow Amounts are determined hereunder) of the assets received in connection with such Exchange (such excess amount, an “Exchange Excess Amount”), then, the Disposition of such Exchange Excess Amount shall be permitted by clauses (ii) and (iii) of Section 7.5(f); and (iii) the Net Cash Proceeds of such Exchange, if any, shall be applied to prepay the Term Loans to the extent required by Section 2.9(a); (h) Dispositions by the Borrower and its Subsidiaries of property acquired after the Restatement Effective Date (other than property acquired in connection with Exchanges of property owned on the Restatement Effective Date), so long as (i) no Default or Cash Equivalents Event of Default shall have occurred and be continuing or would result therefrom, (ii) a definitive agreement to consummate such Disposition is executed no later than twelve months after the date on which relevant property is acquired and (iii) such Disposition is consummated within eighteen months after the date on which the relevant property is acquired; (i) Dispositions consisting of capital contributions permitted by Section 7.7(h); (j) the Disposition by the Borrower and its Subsidiaries of other property having a fair market value not to exceed $10,000,000 in the aggregate for purposes any fiscal year of the Borrower (it being understood that a release in accordance with Section 10.14 of any Collateral Disposed of pursuant to this provision clause (j) shall not be required and upon consummation of a Disposition permitted by this clause (j), the Lien of the Administrative Agent shall be automatically released on the property disposed of); (k) Dispositions of Investments permitted by Section 7.7(h); provided that (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) such Disposition is made for no other purposefair market value; and (l) Dispositions of Securitization Assets pursuant to a Permitted Securitization Financing. It is understood that this Section 7.5 does not apply to the sale or issuance of the Equity Interests of the Borrower.

Disposition of Property. The Borrower Each of the Loan Parties will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, directly sell, lease, assign, transfer or indirectlyotherwise dispose of any of its Property, consummate any Asset Sale unless at the time of such transaction and after giving effect thereto and except (subject to the use proviso below): (a) dispositions of proceeds thereofInventory in the ordinary course of business; (b) Asset Dispositions of Property, other than accounts and Receivables, by the Borrower and its Subsidiaries to Persons other than the Borrower and its Subsidiaries made in the ordinary course of business if each of the following conditions have been satisfied: (i) no Default shall have occurred the Net Proceeds from any single Asset Disposition or series of related Asset Dispositions in any fiscal year of the Borrower do not exceed $250,000 and be continuing and the cumulative Net Proceeds from all Asset Dispositions do not exceed $1,000,000, (ii) the Borrower or its Subsidiary (as applicable) receives fair consideration for such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed ofassets, and (iii) in no Default exists at the case time of an or will result from such Asset Sale Disposition; (c) Asset Dispositions of Property, other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Dateaccounts and Receivables, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as and its Subsidiaries to any Wholly-Owned Subsidiary of the case may be, is in Borrower if each of the form of cash or Cash Equivalents; provided that the amount of: following conditions have been satisfied: (i) any liabilities (as reflected in the Borrower’s aggregate fair market value of the assets sold, disposed of or such Restricted Subsidiary’s most recent balance sheet or in otherwise transferred by the footnotes thereto, or if incurred or accrued subsequent Borrower and its Subsidiaries and transferred to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) a Wholly-Owned Subsidiary of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated shall not exceed $250,000 in right aggregate amount during any fiscal year, exclusive of payment assets acquired pursuant to the Loans, that are assumed by the transferee of any such assets purchases and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, acquisitions permitted pursuant to clause (ii) any securities, notes or other similar obligations received of Section 9.3 which are transferred by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing purchaser of such Asset Sale, and (iii) any Designated Noncash Consideration received by assets to the Borrower or any Restricted Wholly-Owned Subsidiary of the Borrower, (ii) the assets sold, disposed of or otherwise transferred to a Wholly-Owned Subsidiary of the Borrower shall continue to be subject to a perfected, first priority Lien (except for Permitted Liens, if any, which are expressly permitted by the Loan Documents to have priority over the Liens in such Asset Sale having an aggregate Fair Market Valuefavor of the Administrative Agent) in favor of the Administrative Agent and the Lenders, taken together with all other Designated Noncash Consideration received pursuant to this clause and (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets no Default exists at the time of or will result from such Asset Disposition; and (d) dispositions of Property, other than accounts and Receivables, no longer used or useful in the receipt ordinary course of such Designated Noncash Considerationbusiness; provided, however, that none of the Canadian Subsidiaries may sell, lease, assign, transfer or otherwise dispose of any of its Property except in the ordinary course of its business and consistent with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposepast practices.

Disposition of Property. The Borrower will notDispose of any of its property, and will not permit whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary toSubsidiary, directly issue or indirectly, consummate sell any Asset Sale unless at the time shares of such transaction and after giving effect thereto and Subsidiary’s Capital Stock to any Person, except: (a) the use Disposition of proceeds thereofobsolete, worn out, surplus, unnecessary or unused property in the ordinary course of business; (b) the Disposition of inventory in the ordinary course of business; (c) Dispositions permitted by clause (i) no Default shall have occurred and be continuing of Section 6.3(b); (d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or to a Wholly Owned Subsidiary of the Borrower; (e) the Disposition (i) of the Capital Stock of Westar Industries and (ii) by Westar Industries of its property; (f) the Disposition of accounts receivable, including any Disposition of insured receivables to the relevant insurer, as contemplated by the terms of the instruments governing the Accounts Receivable Financing and of accounts receivable, contracts and/or other property, assets or rights that give rise to accounts receivable of the Borrower or any Subsidiary or similar rights of the Borrower or any Subsidiary to receive cash over a period of time, any equity interest in any entity formed to hold such property, assets or rights, any reserve account established in connection therewith and the proceeds of any of the foregoing to third parties on arm’s length terms and conditions; (g) the Disposition of property set forth on Schedule 6.4(g); (h) the Disposition not otherwise permitted by this Section 6.4 (the “Applicable Disposition”) of other property the fair market value of which, when aggregated with the fair market value of all Dispositions of property made since the Closing Date in reliance on this Section 6.4(h), does not exceed 25% of the sum of (i) total assets less goodwill of the Borrower and its consolidated Subsidiaries (calculated without giving effect to (A) Westar Industries and its Subsidiaries and (B) Westar Resources (Bermuda), Ltd. and its Subsidiaries) as reflected on the financial statements of the Borrower delivered pursuant to Section 4.1(b) and (ii) any additions to the property, plant and equipment of the Borrower and its consolidated Subsidiaries made after the Closing Date but on or prior to the date of the Applicable Disposition; provided that the fair market value of any Disposition made pursuant to this Section 6.4(h) shall be determined as of the time such Disposition is made; (i) Dispositions pursuant to Requirements of Law; and (j) the Disposition of rail cars or other rolling stock, pollution control equipment or other environmental-related property or assets in connection with a sale-leaseback or other transaction that permits the Borrower or its Subsidiaries the continued right to use such property or assets for at least the lesser of (x) ten years or (y) the maximum period of time permitted under the applicable tax or accounting rules (whichever is greater) for the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal Subsidiary to the Fair Market Value of the continue to use such property or assets sold or otherwise disposed of, and (iii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to order for such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed transaction to be cash or Cash Equivalents for purposes of this provision and for no other purposecharacterized as a true sale.

Disposition of Property. The Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless at Sale; provided that (a) the time Borrower and its Restricted Subsidiaries may consummate Asset Sales involving assets with an aggregate Fair Market Value, net of the aggregate of amounts paid by the Borrower and its Restricted Subsidiaries as purchase price for Asset Acquisitions or to acquire, construct or develop fixed assets or Intellectual Property useful in their business, not to exceed (x) in any fiscal year of the Borrower, 15.00% of Total Assets or (y) in the aggregate, 35.00% of Total Assets, in each case, determined as of the date of such transaction Asset Sale, and (b) after giving effect thereto and to the use of proceeds thereof, (i) no Event of Default shall have occurred and be continuing and (ii) the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed of, and (iii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00Swap, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided provided, further, that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets 25,000,000 at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purpose.

Disposition of Property. The Make any Disposition of its Property, whether now owned or hereafter acquired, except: (a) Dispositions of obsolete Property and Property with no material remaining useful life, or no longer used or useful in the business of Parent, Borrower will notor their Subsidiaries, (b) Dispositions of Cash, Cash Equivalents, Investments (other than Investments in a Subsidiary) and will inventory sold, transferred or otherwise disposed of to retail or wholesale customers in the ordinary course of business of Borrower, Parent or any of their collective Subsidiaries, (c) Dispositions of other personal property (not permit described in clause (b)) sold or otherwise disposed of where other personal property has been acquired with the proceeds of any Restricted such Disposition within 365 days after such Disposition, by the entity that made such Disposition, (d) Dispositions of Property (i) from Parent or any Subsidiary toto Borrower, directly or indirectly(ii) from Parent, consummate Borrower or a Domestic Subsidiary to a Domestic Subsidiary (that is party to the Guaranty and the Security Agreement and such documents remain in full force and effect) and such disposed assets remain in the United States and subject to a valid first perfected security interest in favor of the Administrative Agent, subject only to Permitted Encumbrances, or (iii) from Parent, Borrower or a Domestic Subsidiary to a Foreign Subsidiary so long as such Disposition constitutes an Investment permitted pursuant to Section 6.16(e), or (iv) from a Foreign Subsidiary to Borrower, a Domestic Subsidiary or Foreign Subsidiary, (e) Dispositions of any Asset Sale unless Existing Owned Real Estate, (f) Dispositions of any After Acquired Real Estate to the extent the aggregate Acquisition Cost of all After Acquired Real Estate subject to Dispositions made pursuant to this clause (f) does not exceed $10,000,000, (g) Dispositions of any other After Acquired Real Estate (not described in clause (f) and which may include Real Estate Collateral) and other Dispositions that are not Dispositions described in clauses (a) – (f) above in an aggregate amount not to exceed $5,000,000 for all such Dispositions in any Fiscal Year ending after the Closing Date; provided that, in the case of Dispositions of After Acquired Real Estate, the entity that made such Disposition shall have acquired other property (which may include After Acquired Real Estate) with the proceeds of such any Disposition within 365 days after such Disposition; provided that (i) at the time of any such transaction and after giving effect thereto and Disposition pursuant to the use of proceeds thereofclause (g) only, (i) no Default or Event of Default shall have occurred and be continuing exist or shall result from such Disposition and (ii) the Borrower sales price relating to a Disposition pursuant to clause (a), (b), (c), (e), (f) or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed of, and (iiig) shall be paid in Cash except in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale clauses (xe) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (yf) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing permitted by Section 6.16(j). The proceeds of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this Disposition permitted under clause (iiie) that is at that time outstanding, not to exceed or (f) may be re-invested in the greater business of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, a Party in accordance with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes terms of this provision and for no other purposeAgreement (including the acquisition of real estate).

Disposition of Property. The Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of (i) obsolete, used, surplus or worn out property in the ordinary course of business (including the abandonment or other Disposition of Intellectual Property that is in the reasonable judgment of the Borrower, no longer economically practicable to maintain or used or useful in the conduct of the business of the Borrower will notand its Restricted Subsidiaries taken as a whole), (ii) Dispositions of property no longer used or useful in the conduct of the business of the Borrower and will not permit its Restricted Subsidiaries and (iii) cash and Cash Equivalents; (b) the sale of inventory or the licensing, sublicensing or other disposition of Intellectual Property in the ordinary course of business; (c) Dispositions permitted by Sections 8.4(a), 8.4(b) and 8.4(e); (d) the sale or issuance of (i) Capital Stock of any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless at the time of such transaction and after giving effect thereto and to the use Borrower or any Subsidiary Guarantor and (ii) Capital Stock of proceeds thereofany Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; (e) sale-leaseback transactions; (f) sales, transfers or dispositions by the Borrower or any of its Restricted Subsidiaries of non-strategic assets purchased as part of a Permitted Acquisition, so long as (i) no Default shall have occurred and be continuing and then exists or would result therefrom, (ii) the Borrower or such Restricted Subsidiary, as the case may be, Subsidiary receives consideration at least equal to fair market value (as determined in good faith by the Fair Market Value of the assets sold or otherwise disposed ofBorrower), and (iii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor aggregate proceeds received by the Borrower or such Restricted Subsidiary from all such sales, transfers or dispositions relating to a given Permitted Acquisition do not exceed 40% of the aggregate consideration paid for such Permitted Acquisition and (iv) such non-strategic assets are sold, transferred or disposed of on or prior to the first anniversary of such Permitted Acquisition; (g) the sale of Securitization Assets to one or more Securitization Subsidiaries in connection with a Permitted Securitization; (h) Dispositions of property from (a) the Borrower to any Subsidiary Guarantor, (b) any Subsidiary Guarantor to any other Loan Party and (c) any Restricted Subsidiary that is not a Subsidiary Guarantor to any other Restricted Subsidiary that is not a Subsidiary Guarantor or to any Loan Party; (i) Dispositions permitted by Section 8.3, Section 8.6 and Section 8.7; (j) leases or subleases of property in the ordinary course of business which do not materially interfere with the conduct of the business of the Borrower or any of its Restricted Subsidiaries taken as a whole; (k) Dispositions of property in connection with Recovery Events; (l) Dispositions of past due accounts receivable in connection with the collection, write down or compromise thereof in the ordinary course of business; (m) Asset Swaps; (n) sales, transfers, leases and other dispositions to a Foreign Subsidiary; provided, that any such sales, transfers, leases or other dispositions from the Borrower or any Subsidiary Guarantor shall be made (i) in compliance with Section 8.9 and (ii) to the extent not made in compliance with Section 8.9, shall be treated as an Investment in such Foreign Subsidiary and shall be permitted only to the case may beextent permitted pursuant to Section 8.7; (o) Dispositions of Investments in joint ventures, is to the extent required by, or made pursuant to buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; provided that the consideration received shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Borrower); (p) sales, forgiveness or other dispositions of accounts receivable in the ordinary course of business in connection with the collection or compromise thereof; (q) any issuance or sale of Capital Stock in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; (r) the issuance of Capital Stock by a Restricted Subsidiary that represents all or a portion of the consideration paid by the Borrower or a Restricted Subsidiary in connection with any Investment permitted by Section 8.7, including in connection with the formation of a joint venture with a Person other than a Restricted Subsidiary; (s) Dispositions of other property; provided that (i) at the time of such Disposition, no Default or Event of Default shall have occurred and been continuing or would result from such Disposition, (ii) with respect to any Disposition pursuant to this Section 8.5(s) of property having an aggregate fair market value (determined as of the closing of such Disposition) that exceeds $10,000,000, the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents; provided provided, however, that for the amount of: purposes of this clause (iii), the following shall be deemed to be cash: (A) any liabilities (as reflected in shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the Loanspayment in cash of the Obligations, that are assumed by the transferee of any such assets with respect to the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, , (iiB) any securities, notes or other similar obligations securities received by the Borrower or such the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so convertedof the cash or Cash Equivalents received) within 180 days following the closing of such Asset Salethe applicable Disposition, and and (iiiC) any Designated Noncash Consideration aggregate non-cash consideration received by the Borrower or any the applicable Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to this clause exceed $10,000,000 and (iii) that such Disposition is at that time outstandingfor fair market value as reasonably determined by the Borrower in good faith; (t) Dispositions of Capital Stock deemed to occur upon the exercise of stock options, warrants or other equity derivatives or settlement of convertible securities if such Capital Stock represent (i) a portion of the exercise price thereof or (ii) withholding incurred in connection with such exercise; (u) termination, assignment or unwinding of any Hedge Agreement; and (v) other Dispositions of property having an aggregate fair market value not to exceed the greater in excess of $75,000,000 and 3.0% of Total Assets at 10,000,000 (as determined by the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes Borrower in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposegood faith).

Disposition of Property. The Borrower will notDispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any Equity Interests to any Person, except: (a) the Disposition of obsolete, surplus or worn out property in the ordinary course of business; (b) Dispositions of cash and Cash Equivalents, and will not permit any Restricted Subsidiary tothe sale of inventory in the ordinary course of business; (c) Dispositions expressly permitted by Section 7.3, directly or indirectly7.4, consummate any Asset Sale unless at the time of such transaction 7.6 and after giving effect thereto and to the use of proceeds thereof, 7.7; (i) the sale or issuance of any Subsidiary’s Equity Interests to the Borrower or any Wholly Owned Subsidiary Guarantor and (ii) the sale or issuance of the Equity Interests of any Subsidiary of the Borrower that is not a Subsidiary Guarantor to any other Subsidiary of the Borrower that is not a Subsidiary Guarantor; (e) the sale or issuance of any Subsidiary’s Equity Interests to a Designated Holding Company; provided that (i) such Equity Interests are contributed as a capital contribution to the direct parent of such Subsidiary on the date of such sale or issuance (and, if such parent is a Wholly Owned Subsidiary such parent shall remain a Wholly Owned Subsidiary after such contribution) and (ii) no DHC Default shall have occurred and be continuing or would result therefrom; (f) the Disposition (directly or indirectly through the Disposition of 100% of the Equity Interests of a Subsidiary) of assets by the Borrower or any of its Subsidiaries (it being understood that all Exchange Excess Amounts shall be deemed to constitute usage of availability in respect of Dispositions pursuant to this Section 7.5(f)), provided that (i) on the date of such Disposition (the “Disposition Date”; it being understood that, with respect to a series of related Dispositions required pursuant to a plan of Dispositions contained in a single agreement, the Disposition Date shall be the date of the first such Disposition), no Default or Event of Default shall have occurred and be continuing or would result therefrom; (ii) the Borrower or all such Restricted Subsidiary, as the case may be, receives consideration at least Dispositions pursuant to this clause (f) shall not exceed an amount equal to the Fair Market Value 50% of Total Assets as of the assets sold or otherwise disposed of, and last day of the Test Period then most recently ended; (iii) except in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00any Exchange, at least 75% of the consideration therefor received by the Borrower or proceeds of such Restricted Subsidiary, as the case may be, is Disposition shall be in the form of cash or Cash Equivalents; provided that (provided, however, that, for the amount of: purposes of this clause (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes theretof), or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Non-Cash Consideration received by the Borrower or any Restricted Subsidiary of its Subsidiaries in such Asset Sale any Disposition pursuant to this clause (f) having an aggregate Fair Market Valuefair market value, taken together with all other Designated Noncash Non-Cash Consideration received in connection with any other Disposition pursuant to this clause (iiif) that is at that time outstanding, not to exceed the greater of $75,000,000 2,000,000,000 and 3.03.00% of Total Assets at the time of the receipt of such Designated Noncash Consideration, (with the Fair Market Value fair market value of each item of Designated Noncash Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall ) will be deemed to be cash); and (iv) the Net Cash Proceeds of such Disposition shall be applied to prepay the Term Loans to the extent required by Section 2.9(a); (g) any Exchange by the Borrower and its Subsidiaries; provided that (i) on the relevant Exchange Date, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (ii) in the event that the Annualized Asset Cash Flow Amount attributable to the assets being Exchanged exceeds the annualized asset cash flow amount (determined in a manner comparable to the manner in which Annualized Asset Cash Flow Amounts are determined hereunder) of the assets received in connection with such Exchange (such excess amount, an “Exchange Excess Amount”), then, the Disposition of such Exchange Excess Amount shall be permitted by clauses (ii) and (iii) of Section 7.5(f); and (iii) the Net Cash Proceeds of such Exchange, if any, shall be applied to prepay the Term Loans to the extent required by Section 2.9(a); (h) Dispositions by the Borrower and its Subsidiaries of property acquired after the Restatement Effective Date (other than property acquired in connection with Exchanges of property owned on the Restatement Effective Date), so long as (i) no Default or Cash Equivalents Event of Default shall have occurred and be continuing or would result therefrom, (ii) a definitive agreement to consummate such Disposition is executed no later than twelve months after the date on which relevant property is acquired and (iii) such Disposition is consummated within eighteen months after the date on which the relevant property is acquired; (i) [reserved]; (j) the Disposition by the Borrower and its Subsidiaries of other property having a fair market value not to exceed $100,000,000 in the aggregate for purposes any fiscal year of the Borrower; (k) Dispositions of Investments permitted by Section 7.7(h); provided that (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) such Disposition is made for fair market value; and (l) Dispositions of Securitization Assets pursuant to a Permitted Securitization Financing. It is understood that this provision and for no other purposeSection 7.5 does not apply to the sale or issuance of the Equity Interests of the Borrower.

Disposition of Property. The Borrower BORROWER will not, and will not permit any Restricted Subsidiary of its Subsidiaries (other than Non-Recourse Subsidiaries) to, enter into an Asset Disposition, directly or indirectly, consummate any except: (a) Asset Sale unless at the time of such transaction and after giving effect thereto and Dispositions pursuant to the use of proceeds thereof, which (i) no Default shall have occurred and be continuing and (ii) the Borrower BORROWER or such Restricted its Subsidiary, as the case may be, receives consideration at the time of such disposition at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed ofsuch Property, and (iii) except in the case of (A) a Bargain Purchase Contract (as such term is defined in the Indenture) entered into in the ordinary course of business, (B) a transfer of a drilling rig or rigs and related equipment between Borrower and one of its Subsidiaries if no Default exists at the time of such transfer or would result therefrom, or (C) an Asset Sale other than Disposition resulting from the requisition of title to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an Asset Swap if after giving pro forma effect to such Asset Sale agreed or compromised total loss; (xii) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of such consideration consists of Cash Proceeds (or the consideration therefor received by the Borrower assumption of Debt of BORROWER or such Restricted SubsidiarySubsidiary relating to the Capital Stock or Property that was the subject of such disposition and the release of BORROWER or such Subsidiary from such indebtedness); and (iii) after giving effect to such disposition, as the case may betotal noncash consideration from all dispositions held by Borrower and its Subsidiaries, is including noncash consideration described in the form second sentence of the definition of "Cash Proceeds" which is not converted into cash within 12 months after the related dispositions, then outstanding is not greater than $25,000,000; (b) the sale of drill-string components, inventory (other than drilling rigs) and obsolete and worn-out equipment in the ordinary course of business; (c) any drilling contract, charter (bareboat or Cash Equivalentsotherwise) or other lease of property entered into by BORROWER or any Subsidiary (including, without limitation, bareboat charters by BORROWER to any Subsidiary other than any Non-Recourse Subsidiary) in the ordinary course of business; provided provided, however, that the amount of: (i) any liabilities (as reflected such contract, charter or other lease affecting any Drilling Rig shall be for full and fair consideration payable to Borrower, and with respect to such contracts, charters or other leases other than drilling contracts entered into in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or ordinary course of business, shall be in the footnotes thereto, or if incurred or accrued subsequent form and substance satisfactory to the date of Agent and shall expressly include terms and provisions in form and substance satisfactory to the Agent to the effect that the parties thereto acknowledge the existing Lien on such balance sheetDrilling Rig securing the Acquisition Loans Obligations and agree that such Lien securing such obligations is prior to, and will not in any way be affected by, such liabilities that would have been shown on the Borrower’s contract, charter or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets lease and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) neither BORROWER nor any securitiesof its Subsidiaries shall enter into any such contract, notes charter or other similar obligations received by the Borrower or such lease with a Non-Recourse Subsidiary. 66 73 (d) a Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower Payment permitted under Section 9.4 or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purpose.Investment permitted under Section 9.5;

Disposition of Property. The Borrower will notDispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any Equity Interests to any Person, except: (a) the Disposition of obsolete, surplus or worn out property in the ordinary course of business; (b) Dispositions of cash and Cash Equivalents, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless at the time sale of such transaction and after giving effect thereto and to inventory in the use ordinary course of proceeds thereof, business; (c) Dispositions expressly permitted by Section 7.4; (d) (i) the sale or issuance of any Subsidiary’s Equity Interests to the Borrower or any Wholly Owned Subsidiary Guarantor and (ii) the sale or issuance of the Equity Interests of any Subsidiary of the Borrower that is not a Subsidiary Guarantor to any other Subsidiary of the Borrower that is not a Subsidiary Guarantor; (e) the sale or issuance of any Subsidiary’s Equity Interests to a Designated Holding Company; provided that (i) such Equity Interests are contributed as a capital contribution to the direct parent of such Subsidiary on the date of such sale or issuance (and, if such parent is a Wholly Owned Subsidiary such parent shall remain a Wholly Owned Subsidiary after such contribution) and (ii) no DHC Default shall have occurred and be continuing or would result therefrom; (f) the Disposition (directly or indirectly through the Disposition of 100% of the Equity Interests of a Subsidiary) of operating assets by the Borrower or any of its Subsidiaries (it being understood that all Exchange Excess Amounts shall be deemed to constitute usage of availability in respect of Dispositions pursuant to this Section 7.5(f)), provided that (i) on the date of such Disposition (the “Disposition Date”; it being understood that, with respect to a series of related Dispositions required pursuant to a plan of Dispositions contained in a single agreement, the Disposition Date shall be the date of the first such Disposition), no Default or Event of Default shall have occurred and be continuing or would result therefrom; (ii) in any fiscal year, the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal Annualized Asset Cash Flow Amount attributable to the Fair Market Value of the assets sold or otherwise being disposed of, and when added to the Annualized Asset Cash Flow Amount attributable to all other assets previously disposed of pursuant to this Section 7.5(f) in such fiscal year (but after the Restatement Effective Date), shall not exceed an amount equal to 25% of Annualized Operating Cash Flow for the last fiscal quarter of the immediately preceding fiscal year (calculated without regard to Section 1.2(e)); (iii) the Annualized Asset Cash Flow Amount attributable to the assets being disposed of, when added to the Annualized Asset Cash Flow Amount attributable to all other assets previously disposed of pursuant to this Section 7.5(f) during the period from the Restatement Effective Date to such Disposition Date, shall not exceed an amount equal to 50% of Annualized Pro Forma Operating Cash Flow determined as of such Disposition Date; (iv) except in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00any Exchange, at least 75% of the consideration therefor received by the Borrower or proceeds of such Restricted Subsidiary, as the case may be, is Disposition shall be in the form of cash or cash; and (v) the Net Cash EquivalentsProceeds of such Disposition shall be applied to prepay the Term Loans to the extent required by Section 2.9(a); (g) any Exchange by the Borrower and its Subsidiaries; provided that (i) on the relevant Exchange Date, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (ii) in the event that the Annualized Asset Cash Flow Amount attributable to the assets being Exchanged exceeds the annualized asset cash flow amount of:(determined in a manner comparable to the manner in which Annualized Asset Cash Flow Amounts are determined hereunder) of the assets received in connection with such Exchange (such excess amount, an “Exchange Excess Amount”), then, the Disposition of such Exchange Excess Amount shall be permitted by clauses (ii) and (iii) of Section 7.5(f); and (iii) the Net Cash Proceeds of such Exchange, if any, shall be applied to prepay the Term Loans to the extent required by Section 2.9(a); (h) Dispositions by the Borrower and its Subsidiaries of property acquired after the Restatement Effective Date (other than property acquired in connection with Exchanges of property owned on the Restatement Effective Date), so long as (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (ii) a definitive agreement to consummate such Disposition is executed no later than twelve months after the date on which relevant property is acquired and (iii) such Disposition is consummated within eighteen months after the date on which the relevant property is acquired; (i) any liabilities Dispositions consisting of capital contributions permitted by Section 7.7(h); (as reflected in j) the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are Disposition by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all its Subsidiaries of its Restricted Subsidiaries other property having a fair market value not to exceed $10,000,000 in the aggregate for any fiscal year of the Borrower; and (k) Dispositions of Investments permitted by Section 7.7(h); provided that (i) no Default or Event of Default shall have been validly released by all creditors in writing, occurred and be continuing or would result therefrom and (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee Disposition is made for fair market value. It is understood that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (this Section 7.5 does not apply to the extent so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower sale or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time issuance of the receipt Equity Interests of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposeBorrower.

Disposition of Property. The Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any Equity Interests to any Person, except: (a) the Disposition of obsolete or worn out property in the ordinary course of business; (b) the sale of inventory in the ordinary course of business; (c) Dispositions expressly permitted by Section 7.4; (d) the sale or issuance of any Subsidiary's Equity Interests to the Borrower will not, and will not permit or any Restricted Wholly Owned Subsidiary to, Guarantor; (e) the Disposition (directly or indirectly, consummate indirectly through the Disposition of 100% of the Equity Interests of a Subsidiary) of operating assets by the Borrower or any Asset Sale unless at the time of such transaction and after giving effect thereto and its Subsidiaries (including any Exchange to the use extent not otherwise permitted by Section 7.5(f), it being understood that if the entire amount of proceeds thereofan Exchange is not permitted by Section 7.5(f) any portion not so permitted may be allocated to any unused availability in respect of Dispositions pursuant to this Section 7.5(e), subject to compliance with the requirements of clauses (i) through (v) below), provided that (i) on the date of such Disposition (the "Disposition Date"), no Default or Event of Default shall have occurred and be continuing and or would result therefrom; (ii) the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal Annualized Asset Cash Flow Amount attributable to the Fair Market Value of the assets sold or otherwise being disposed of, and when added to the Annualized Asset Cash Flow Amount attributable to all other assets previously disposed of pursuant to this Section 7.5(e) during the one-year period ending on such Disposition Date (or, if shorter, the period from the Stage One Closing Date to such Disposition Date), shall not exceed an amount equal to 15% of Annualized Pro Forma Operating Cash Flow determined as of such Disposition Date; (iii) the Annualized Asset Cash Flow Amount attributable to the assets being disposed of, when added to the Annualized Asset Cash Flow Amount attributable to all other assets previously disposed of pursuant to this Section 7.5(e) during the five-year period ending on such Disposition Date (or, if shorter, the period from the Stage One Closing Date to such Disposition Date), shall not exceed an amount equal to 25% of Annualized Pro Forma Operating Cash Flow determined as of such Disposition Date; (iv) except in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00any Exchange, at least 75% of the consideration therefor received by the Borrower or proceeds of such Restricted Subsidiary, as the case may be, is Disposition shall be in the form of cash or cash; and (v) the Net Cash EquivalentsProceeds of such Disposition shall be applied to prepay the Term Loans to the extent required by Section 2.9(b); (f) any Exchange by the Borrower and its Subsidiaries; provided that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) Exchange (the "Exchange Date"), no Default or Event of the Borrower Default shall have occurred and be continuing or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, would result therefrom; (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Annualized Asset Cash Equivalents (Flow Amount attributable to the extent so converted) within 180 days following assets being Exchanged, when added to the closing of such Annualized Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with Cash Flow Amount attributable to all other Designated Noncash Consideration received assets previously Exchanged pursuant to this clause Section 7.5(f) during the one-year period ending on such Exchange Date (iii) that is at that time outstandingor, not to exceed if shorter, the greater of $75,000,000 and 3.0% of Total Assets at period from the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purpose.Stage One

Disposition of Property. The Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of (i) obsolete, used, surplus or worn out property in the ordinary course of business (including the abandonment or other Disposition of Intellectual Property that is in the reasonable judgment of the Borrower, no longer economically practicable to maintain or used or useful in the conduct of the business of the Borrower will notand its Restricted Subsidiaries taken as a whole), (ii) Dispositions of property no longer used or useful in the conduct of the business of the Borrower and will not permit its Restricted Subsidiaries and (iii) cash and Cash Equivalents; (b) the sale of inventory or the licensing, sublicensing or other disposition of Intellectual Property in the ordinary course of business; (c) Dispositions permitted by Sections 8.4(a), 8.4(b) and 8.4(e); (d) the sale or issuance of (i) Capital Stock of any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless at the time of such transaction and after giving effect thereto and to the use Borrower or any Subsidiary GuarantorLoan Party (excluding any sale or issuance of proceeds thereofCapital Stock of any U.S. Loan Party to a Canadian Loan Party) and (ii) Capital Stock of any Subsidiary that is not a Subsidiary GuarantorLoan Party to any other Subsidiary that is not a Subsidiary GuarantorLoan Party; (e) sale-leaseback transactions; (f) sales, transfers or dispositions by the Borrower or any of its Restricted Subsidiaries of non-strategic assets purchased as part of a Permitted Acquisition, so long as (i) no Default shall have occurred and be continuing and then exists or would result therefrom, (ii) the Borrower or such Restricted Subsidiary, as the case may be, Subsidiary receives consideration at least equal to fair market value (as determined in good faith by the Fair Market Value of the assets sold or otherwise disposed ofBorrower), and (iii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor aggregate proceeds received by the Borrower or such Restricted Subsidiary from all such sales, transfers or dispositions relating to a given Permitted Acquisition do not exceed 40% of the aggregate consideration paid for such Permitted Acquisition and (iv) such non-strategic assets are sold, transferred or disposed of on or prior to the first anniversary of such Permitted Acquisition; (g) the sale of Securitization Assets to one or more Securitization Subsidiaries in connection with a Permitted Securitization; (h) Dispositions of property from (a) the Borrower to any Subsidiary GuarantorU.S. Loan Party, (b) any Subsidiary GuarantorU.S. Loan Party to any other U.S. Loan Party, (c) any Canadian Loan Party to any other Loan Party and (cd) any Restricted Subsidiary that is not a Subsidiary GuarantorLoan Party to any other Restricted Subsidiary that is not a Subsidiary GuarantorLoan Party or to any Loan Party; (i) Dispositions permitted by Section 8.3, Section 8.6 and Section 8.7; (j) leases or subleases of property in the ordinary course of business which do not materially interfere with the conduct of the business of the Borrower or any of its Restricted Subsidiaries taken as a whole; (k) Dispositions of property in connection with Recovery Events; (l) Dispositions of past due accounts receivable in connection with the collection, write down or compromise thereof in the ordinary course of business; (m) Asset Swaps; (n) sales, transfers, leases and other dispositions to a Foreign Subsidiary; provided, that any such sales, transfers, leases or other dispositions from the Borrower or any Subsidiary GuarantorLoan Party shall be made (i) in compliance with Section 8.9 and (ii) to the extent not made in compliance with Section 8.9, shall be treated as an Investment in such Foreign Subsidiary and shall be permitted only to the case may beextent permitted pursuant to Section 8.7; (o) Dispositions of Investments in joint ventures, is to the extent required by, or made pursuant to buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; provided that the consideration received shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Borrower); (p) sales, forgiveness or other dispositions of accounts receivable in the ordinary course of business in connection with the collection or compromise thereof; (q) any issuance or sale of Capital Stock in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; (r) the issuance of Capital Stock by a Restricted Subsidiary that represents all or a portion of the consideration paid by the Borrower or a Restricted Subsidiary in connection with any Investment permitted by Section 8.7, including in connection with the formation of a joint venture with a Person other than a Restricted Subsidiary; (s) Dispositions of other property; provided that (i) at the time of such Disposition, no Default or Event of Default shall have occurred and been continuing or would result from such Disposition, (ii) with respect to any Disposition pursuant to this Section 8.5(s) of property having an aggregate fair market value (determined as of the closing of such Disposition) that exceeds $10,000,000, the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents; provided provided, however, that for the amount of: purposes of this clause (iii), the following shall be deemed to be cash: (A) any liabilities (as reflected in shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the Loanspayment in cash of the Obligations, that are assumed by the transferee of any such assets with respect to the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, , (iiB) any securities, notes or other similar obligations securities received by the Borrower or such the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so convertedof the cash or Cash Equivalents received) within 180 days following the closing of such Asset Salethe applicable Disposition, and and (iiiC) any Designated Noncash Consideration aggregate non-cash consideration received by the Borrower or any the applicable Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to this clause exceed $10,000,000 and (iii) that such Disposition is at that time outstandingfor fair market value as reasonably determined by the Borrower in good faith; (t) Dispositions of Capital Stock deemed to occur upon the exercise of stock options, warrants or other equity derivatives or settlement of convertible securities if such Capital Stock represent (i) a portion of the exercise price thereof or (ii) withholding incurred in connection with such exercise; (u) termination, assignment or unwinding of any Hedge Agreement; and (v) other Dispositions of property having an aggregate fair market value not to exceed the greater in excess of $75,000,000 and 3.0% of Total Assets at 10,000,000 (as determined by the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes Borrower in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposegood faith).

Disposition of Property. The Borrower No Credit Party will nottransfer, sell, assign, lease, license or otherwise dispose of any of its property, or agree to do any of the foregoing, except any of the following (collectively, "Permitted Dispositions"): (a) use of money or cash equivalents, not constituting proceeds of Collateral, in the ordinary course of business and will in a manner that is not permit any Restricted Subsidiary toprohibited by this Agreement; (b) sale of Inventory in the ordinary course of business; (c) sale or other disposition of Equipment in the ordinary course of business that is obsolete, directly substantially worn, damaged, or indirectlyno longer useable by such Credit Party in the ordinary course of its business, consummate any Asset Sale unless at the time provided, that (i) if such sale or disposition is made without replacement of such transaction Equipment, or such Equipment is replaced by Equipment leased by a Borrower, then such Borrower shall deliver to Administrative Agent, for the account of Lenders, all net proceeds of any such sale or disposition for application to the Obligations in accordance with the terms of Section 4.7 or (ii) if such sale or disposition is made in connection with the purchase by a Borrower of replacement Equipment, then such Borrower shall use the proceeds of such sale or disposition to purchase such replacement Equipment and after giving effect thereto and shall deliver to Administrative Agent written evidence of the use of such proceeds for such purchase (and any net proceeds of such sale or disposition not used in connection with the purchase of replacement Equipment shall be delivered to Administrative Agent, for the account of Lenders, for application to the Obligations in accordance with the terms of Section 4.7); (d) sales or assignments of past-due receivables which do not constitute Eligible Accounts to a collection agency in the ordinary course of business, and discount of such receivables only in connection with collection and compromise thereof; LOAN AND SECURITY AGREEMENT - Page 64 DAL 79531933v13 (e) the license, on a non-exclusive basis, by such Credit Party of its Proprietary Rights in the ordinary course of business; (f) the granting of Permitted Liens; (g) transactions permitted by Section 9.1; (h) the issuance of Equity Interests and the making of Distributions that are expressly permitted by Section 9.10; (i) no Default shall have occurred and be continuing and the lapse of registered Proprietary Rights of any Credit Party or the abandonment of Proprietary Rights in the ordinary course of business so long as, in each case (i) such Proprietary Rights are not material to the conduct of its or any other Credit Party's business, (ii) the Borrower or with respect to copyrights, such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed ofcopyrights are not material revenue generating copyrights, and (iii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior lapse is not materially adverse to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% interest of the consideration therefor received by the Borrower Credit Parties; (j) so long as no Event of Default has occurred and is continuing or such Restricted Subsidiarywould result therefrom, as the case may be, is in the form transfers of cash or Cash Equivalents; provided that the amount of: assets (i) from any liabilities (as reflected in the Credit Party to a Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) from any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (Guarantor to the extent so converted) within 180 days following the closing of such Asset Sale, andanother Guarantor; (iiik) any Designated Noncash Consideration dispositions of assets in connection with transaction permitted by Section 9.12; (l) the making of Permitted Investments; (m) sales or dispositions of assets (other than Accounts and Inventory) not otherwise permitted in clauses (a) through (m) above so long as (i) the consideration received by for such assets is at least equal to fair market value, (ii) the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with fair market value of all other Designated Noncash Consideration received assets disposed of pursuant to this clause (n) in any Fiscal Year (including the proposed disposition) would not exceed $500,000 and (iii) that is at that time outstanding, not the net proceeds of such sale or disposition are delivered to exceed Administrative Agent in accordance with the greater terms hereof; and (n) the lease of $75,000,000 and 3.0% of Total Assets at the time a portion of the receipt Real Property Collateral to a third party in an arms-length transaction, the proceeds of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, which shall be deemed applied to be cash or Cash Equivalents for purposes the Obligations in compliance with Section 4.4, pursuant to usual and customary commercial lease documents typical of this provision and for no other purposesimilar transactions in the central New Jersey market.

Disposition of Property. The Borrower will notDispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any Equity Interests to any Person, except: (a) the Disposition of obsolete, surplus or worn out property in the ordinary course of business; (b) Dispositions of cash and Cash Equivalents, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless at the time sale of such transaction and after giving effect thereto and to inventory in the use ordinary course of proceeds thereof, business; (c) Dispositions expressly permitted by Section 7.4; (d) (i) the sale or issuance of any Subsidiary’s Equity Interests to the Borrower or any Wholly Owned Subsidiary Guarantor and (ii) the sale or issuance of the Equity Interests of any Subsidiary of the Borrower that is not a Subsidiary Guarantor to any other Subsidiary of the Borrower that is not a Subsidiary Guarantor; (e) the sale or issuance of any Subsidiary’s Equity Interests to a Designated Holding Company; provided that (i) such Equity Interests are contributed as a capital contribution to the direct parent of such Subsidiary on the date of such sale or issuance (and, if such parent is a Wholly Owned Subsidiary such parent shall remain a Wholly Owned Subsidiary after such contribution) and (ii) no DHC Default shall have occurred and be continuing or would result therefrom; (f) the Disposition (directly or indirectly through the Disposition of 100% of the Equity Interests of a Subsidiary) of operating assets by the Borrower or any of its Subsidiaries (it being understood that all Exchange Excess Amounts shall be deemed to constitute usage of availability in respect of Dispositions pursuant to this Section 7.5(f)), provided that (i) on the date of such Disposition (the “Disposition Date”; it being understood that, with respect to a series of related Dispositions required pursuant to a plan of Dispositions contained in a single agreement, the Disposition Date shall be the date of the first such Disposition), no Default or Event of Default shall have occurred and be continuing or would result therefrom; (ii) the Borrower or all such Restricted Subsidiary, as the case may be, receives consideration at least Dispositions pursuant to this clause (f) shall not exceed an amount equal to the Fair Market Value 25% of Total Assets as of the assets sold or otherwise disposed of, and last day of the Test Period then most recently ended; (iii) except in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00any Exchange, at least 75% of the consideration therefor received by the Borrower or proceeds of such Restricted Subsidiary, as the case may be, is Disposition shall be in the form of cash or Cash Equivalents; provided that (provided, however, that, for the amount of: purposes of this clause (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes theretof), or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Non-Cash Consideration received by the Borrower or any Restricted Subsidiary of its Subsidiaries in such Asset Sale any Disposition pursuant to this clause (f) having an aggregate Fair Market Valuefair market value, taken together with all other Designated Noncash Non-Cash Consideration received in connection with any other Disposition pursuant to this clause (iiif) that is at that time outstanding, not to exceed the greater of $75,000,000 500,000,000 and 3.03.00% of Total Assets at the time of the receipt of such Designated Noncash Consideration, (with the Fair Market Value fair market value of each item of Designated Noncash Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall ) will be deemed to be cash); and (iv) the Net Cash Proceeds of such Disposition shall be applied to prepay the Term Loans to the extent required by Section 2.9(a); (g) any Exchange by the Borrower and its Subsidiaries; provided that (i) on the relevant Exchange Date, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (ii) in the event that the Annualized Asset Cash Flow Amount attributable to the assets being Exchanged exceeds the annualized asset cash flow amount (determined in a manner comparable to the manner in which Annualized Asset Cash Flow Amounts are determined hereunder) of the assets received in connection with such Exchange (such excess amount, an “Exchange Excess Amount”), then, the Disposition of such Exchange Excess Amount shall be permitted by clauses (ii) and (iii) of Section 7.5(f); and (iii) the Net Cash Proceeds of such Exchange, if any, shall be applied to prepay the Term Loans to the extent required by Section 2.9(a); (h) Dispositions by the Borrower and its Subsidiaries of property acquired after the Original Restatement Effective Date (other than property acquired in connection with Exchanges -83- of property owned on the Original Restatement Effective Date), so long as (i) no Default or Cash Equivalents Event of Default shall have occurred and be continuing or would result therefrom, (ii) a definitive agreement to consummate such Disposition is executed no later than twelve months after the date on which relevant property is acquired and (iii) such Disposition is consummated within eighteen months after the date on which the relevant property is acquired; (i) Dispositions consisting of capital contributions permitted by Section 7.7(h); (j) the Disposition by the Borrower and its Subsidiaries of other property having a fair market value not to exceed $10,000,000 in the aggregate for purposes any fiscal year of the Borrower (it being understood that a release in accordance with Section 10.14 of any Collateral Disposed of pursuant to this provision clause (j) shall not be required and upon consummation of a Disposition permitted by this clause (j), the Lien of the Administrative Agent shall be automatically released on the property disposed of); (k) Dispositions of Investments permitted by Section 7.7(h); provided that (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) such Disposition is made for no other purposefair market value. It is understood that this Section 7.5 does not apply to the sale or issuance of the Equity Interests of the Borrower.

Disposition of Property. The Borrower will notDispose of any of its property, and will not permit any Restricted Subsidiary towhether now owned or hereafter acquired, directly or indirectlyor, consummate any Asset Sale unless at the time of such transaction and after giving effect thereto and to the use of proceeds thereof, (i) no Default shall have occurred and be continuing and (ii) the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed of, and (iii) in the case of an Asset Sale any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsolete, condemned or worn out property in the ordinary course of business; (b) the sale of inventory in the ordinary course of business; the Disposition of Cash Equivalents for fair value for cash or other than an Asset Swap if after giving pro forma effect Cash Equivalents; the license of Intellectual Property in the ordinary course of business; and leases or subleases entered into in the ordinary course of business and not materially interfering with the ordinary conduct of business; (c) Dispositions permitted by Section 7.4(b); (d) the sale or issuance of any Subsidiary’s Capital Stock to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalentsany Wholly Owned Subsidiary Guarantor; provided that if the amount of:selling or issuing Subsidiary is a Wholly Owned Qualifying Subsidiary Guarantor, the recipient of such Capital Stock, if other than the Borrower, must also be a Wholly Owned Qualifying Subsidiary Guarantor; (i) any liabilities Tower Notes Issuer or any Asset Entity or other Subsidiary of the Issuer Entity may make Dispositions to the extent permitted pursuant to the Tower Notes Indenture so long as the Net Cash Proceeds of such Dispositions shall be applied to prepay the Loans and reduce the Commitments to the extent required by Section 2.9(c) and (ii) upon and after consummation of the Global Signal Acquisition, any Global Signal 2004 Borrower or Global Signal 2006 Borrower may make Dispositions to the extent permitted pursuant to the Global Signal 2004 Loan Agreement or Global Signal 2006 Loan Agreement, as reflected applicable, so long as the Net Cash Proceeds of such Dispositions shall be applied to prepay the Loans and reduce the Commitments to the extent required by Section 2.9(c); (f) the Disposition of (i) directly or indirectly, all or substantially all of the Capital Stock of the Australian Subsidiary or (ii) other property having a fair market value not to exceed $50,000,000 in the aggregate for any fiscal year of the Borrower’s , it being understood that the Net Cash Proceeds of such Dispositions in clauses (i) and (ii) shall be applied to prepay the Loans and reduce the Commitments to the extent required by Section 2.9(c); (g) upon and after the consummation of the Global Signal Acquisition, the sale, transfer or such Restricted Subsidiary’s most recent balance sheet or contribution of any Subsidiary that was acquired in the footnotes theretoGlobal Signal Acquisition to any Tower Notes Issuer; provided that (i) within five Business Days following such sale, transfer or contribution, one or more of the Tower Notes Issuers shall issue Additional Tower Notes in an aggregate principal amount not less than the product of (x) the portion of Consolidated Adjusted EBITDA attributable to such Subsidiary sold, transferred or contributed for the last twelve month period ending with the most recently completed month and (y) five (it being understood that the Net Cash Proceeds of such Additional Tower Notes shall be applied to prepay the Loans and reduce the Commitments to the extent required by Section 2.9(a)) and (ii) such sale, transfer or contribution is not prohibited by any Tower Notes Indenture Document or Global Signal Loan Document; (h) Dispositions (i) to the Borrower or any Subsidiary Guarantor or (ii) to any Subsidiary that is not a Subsidiary Guarantor so long as (x) the consideration received in connections with Dispositions permitted by this clause (ii) is equal to at least the fair market value of the asset being Disposed of and consists of at least 90% cash or Cash Equivalents and (y) the Net Cash Proceeds of such Dispositions are applied to prepay the Loans and reduce the Commitments to the extent required by Section 2.9(c); and (i) Dispositions resulting from any casualty or other insured damage to, or if incurred any taking under power of eminent domain or accrued subsequent to the date of such balance sheetby condemnation or similar proceeding of, such liabilities that would have been shown on the Borrower’s any property or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) asset of the Borrower or any Subsidiary so long as the Net Cash Proceeds of such Restricted Subsidiary other than liabilities that event are by their terms subordinated in right of payment applied to prepay the Loans, that are assumed by Loans or reduce the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (Commitments to the extent so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received required by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposeSection 2.9(c).

Disposition of Property. The Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of (i) obsolete, used, surplus or worn out property in the ordinary course of business (including the abandonment or other Disposition of Intellectual Property that is in the reasonable judgment of the Borrower, no longer economically practicable to maintain or used or useful in the conduct of the business of the Borrower will notand its Restricted Subsidiaries taken as a whole), (ii) Dispositions of property no longer used or useful in the conduct of the business of the Borrower and will not permit its Restricted Subsidiaries and (iii) cash and Cash Equivalents; (b) the sale of inventory or the licensing, sublicensing or other disposition of Intellectual Property in the ordinary course of business; (c) Dispositions permitted by Sections 8.4(a), 8.4(b) and 8.4(e); (d) the sale or issuance of any Restricted Subsidiary’s(i) Capital Stock of any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless at the time of such transaction and after giving effect thereto and to the use Borrower or any Subsidiary Guarantor; and the sale or issuance of proceeds thereofany(ii) Capital Stock of aany Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor, the Borrower or any other Subsidiary Guarantor; (e) sale-leaseback transactions permitted by Section 8.10; (f) sales, transfers or dispositions by the Borrower or any of its Restricted Subsidiaries of non-strategic assets purchased as part of a Permitted Acquisition, so long as (i) no Default shall have occurred and be continuing and then exists or would result therefrom, (ii) the Borrower or such Restricted Subsidiary, as the case may be, Subsidiary receives consideration at least equal to fair market value (as determined in good faith by the Fair Market Value of the assets sold or otherwise disposed ofBorrower), and (iii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations aggregate proceeds received by the Borrower or such Restricted Subsidiary from all such transferee sales, transfers or dispositions relating to a given Permitted Acquisition do not exceed 40% of the aggregate consideration paid for such Permitted Acquisition, and (iv) such non-strategic assets are sold, transferred or disposed of on or prior to the first anniversary of such Permitted Acquisition; (g) the sale of Securitization Assets to one or more Securitization Subsidiaries in connection with a Permitted Securitization; (h) Dispositions of property from (a) the Borrower to any Subsidiary Guarantor, (b) from any Subsidiary Guarantor to any other Subsidiary Guarantor and (c) any Restricted Subsidiary of the Borrower that are converted is not a Subsidiary Guarantor to any other Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor or to any Loan Party; (i) Dispositions permitted by Section 8.3, Section 8.6 and Section 8.7; (j) leases or subleases of property in the ordinary course of business which do not materially interfere with the conduct of the business of the Borrower or such any of its Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, andSubsidiaries taken as a whole; (iiik) any Designated Noncash Consideration received by Dispositions of property in connection with Recovery Events; (l) Dispositions of past due accounts receivable in connection with the collection, write down or compromise thereof in the ordinary course of business; (m) the Borrower or any Restricted Subsidiary may effect Permitted Exchanges in accordance with the definition thereofAsset Swaps; (n) sales, transfers, leases and other dispositions to a Foreign Subsidiary; provided, that any such Asset Sale having an aggregate Fair Market Valuesales, taken together with all transfers, leases or other Designated Noncash Consideration received pursuant to this clause (iii) dispositions from the Borrower or a Restrictedany Subsidiary that is at that time outstanding, a Loan PartyGuarantor shall be made (i) in compliance with Section 8.9 and (ii) to the extent not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, made in compliance with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in valueSection 8.9, shall be deemed treated as an Investment in such Foreign Subsidiary and shall be permitted only to the extent permitted pursuant to Section 8.7; (o) Dispositions of Investments in joint ventures, to the extent required by, or made pursuant to buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; provided that the consideration received shall be cash in an amount at least equal to the fair market value thereof (determined in good faith by the Borrower); (p) sales, forgiveness or Cash Equivalents for purposes other dispositions of this provision and for no accounts receivable in the ordinary course of business in connection with the collection or compromise thereof; (q) any issuance or sale of Equity InterestsCapital Stock in, or sale of Indebtedness or other purpose.securities of, an Unrestricted Subsidiary; and

Disposition of Property. The Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries (other than Non-Recourse Subsidiaries) to, enter into an Asset Disposition, directly or indirectly, consummate any except: (a) Asset Sale unless at the time of such transaction and after giving effect thereto and Dispositions pursuant to the use of proceeds thereof, which (i) no Default shall have occurred and be continuing and (ii) the Borrower or such Restricted its Subsidiary, as the case may be, receives consideration at the time of such disposition at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed ofsuch Property, and (iii) except in the case of (A) a Bargain Purchase Contract (as such term is defined in the Indenture) entered into in the ordinary course of business, (B) a transfer of a drilling rig or rigs and related equipment between Borrower and one of its Subsidiaries if no Default exists at the time of such transfer or would result therefrom, or (C) an Asset Sale other than Disposition resulting from the requisition of title to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an Asset Swap if after giving pro forma effect to such Asset Sale agreed or compromised total loss; (xii) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of such consideration consists of Cash Proceeds (or the consideration therefor received by the assumption of Debt of Borrower or such Restricted SubsidiarySubsidiary relating to the Capital Stock or Property that was the subject of such disposition and the release of Borrower or such Subsidiary from such indebtedness); and (iii) after giving effect to such disposition, as the case may betotal noncash consideration from all dispositions held by Borrower and its Subsidiaries, is including noncash consideration described in the form second sentence of the definition of "Cash Proceeds" which is not converted into cash within 12 months after the related dispositions, then outstanding is not greater than $25,000,000; (b) the sale of drill-string components, inventory (other than drilling rigs) and obsolete and worn-out equipment in the ordinary course of business; (c) any drilling contract, charter (bareboat or Cash Equivalentsotherwise) or other lease of property entered into by Borrower or any Subsidiary (including, without limitation, bareboat charters by Borrower to any Subsidiary other than any Non-Recourse Subsidiary) in the ordinary course of business; provided provided, however, that the amount of: (i) any liabilities (as reflected such contract, charter or other lease affecting any Drilling Rig shall be for full and fair consideration payable to Borrower, and with respect to such contracts, charters or other leases other than drilling contracts entered into in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or ordinary course of business, shall be in the footnotes thereto, or if incurred or accrued subsequent form and substance satisfactory to the date of Agent and shall expressly include terms and provisions in form and substance satisfactory to the Agent to the effect that the parties thereto acknowledge the existing Lien on such balance sheetDrilling Rig securing the Acquisition Loans Obligations and agree that such Lien securing such obligations is prior to, and will not in any way be affected by, such liabilities that would have been shown on the Borrower’s contract, charter or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets lease and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) neither Borrower nor any securitiesof its Subsidiaries shall enter into any such contract, notes charter or lease with a Non-Recourse Subsidiary. (d) a Restricted Payment permitted under Section 9.4 or any Investment permitted under Section 9.5; (e) the transfer of the Non-Recourse Rigs to one or more Non-Recourse Subsidiaries; (f) the conveyance, transfer or other similar obligations received by the Borrower or disposition of rigs pursuant to which such Restricted Subsidiary from such transferee that rigs are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing exchanged for rigs of such Asset Salea like kind, i.e. barge rigs may be exchanged for barge rigs and jackup rigs may be exchanged for jackup rigs, having an equivalent value; and (iiig) issuances or dispositions of Capital Stock permitted under Section 9.6. Provided, in no event shall Borrower sell, transfer, encumber or otherwise dispose of any Designated Noncash Consideration received Drilling Rig, except for: (a) Permitted Liens; (b) Drilling Contracts entered into in the ordinary course of business; and (c) Disposition of Drilling Rig components that have been replaced by the Borrower components of equal or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposebetter quality.

Disposition of Property. The Dispose of any of its property, whether ----------------------- now owned or hereafter acquired, or, issue or sell any Equity Interests to any Person, except: (a) the Disposition of obsolete or worn out isolated items of equipment in the ordinary course of business or isolated items of equipment which has been replaced with equipment of equal or greater value in which the Administrative Agent has a perfected first priority security interest; (b) the sale of inventory in the ordinary course of business; (c) Dispositions permitted by Section 7.4(b); (d) the sale or issuance of any Subsidiary's Equity Interests to the Borrower will notor any Subsidiary Guarantor (other than to either of the Existing Joint Ventures); (e) the Dispositions to LifePoint Parent and LifePoint pursuant to the Spinoff, provided LifePoint Parent becomes the "Borrower" hereunder pursuant to an Assumption Agreement at the time such Disposition is made to LifePoint Parent and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless provided LifePoint becomes the "Borrower" hereunder pursuant to an Assumption Agreement at the time of such transaction Disposition is made to LifePoint; (f) on or before 12 months following the Closing Date, the Asset Sales of the Three Sale Hospitals; provided, that the Borrower and after giving effect thereto and to the use Subsidiary Guarantors receive not less than the fair market value of proceeds thereof, (i) no Default shall have occurred and be continuing each of such Three Sale Hospitals and (ii) notwithstanding the Borrower terms of Section 2.9, no mandatory prepayment under Section 2.9(b) shall be required as a result of such Asset Sales unless a Default then exists or such Restricted Subsidiarycould reasonably be expected to result therefrom; (g) provided no Default then exists or could be expected to result therefrom, as to LifePoint and its Subsidiaries, the case may beDisposition of other property having a fair market value not to exceed $1,000,000 in the aggregate for any of their fiscal years; (h) the issuance by LifePoint Parent of its publicly traded common Equity Interests, receives consideration at least equal provided the mandatory prepayment required by Section 2.9 relating thereto is made to the Fair Market Value of the assets sold or otherwise disposed of, and (iii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash EquivalentsAdministrative Agent; provided that the amount of:and (i) the issuance by LifePoint Parent of no greater than 9% of its common stock in connection with the ESOP (and the Disposition by LifePoint Parent, LifePoint, and LifePoint II to any liabilities (as reflected Loan Party of their interests in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) promissory note of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated ESOP in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposeconnection therewith).

Disposition of Property. The Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsolete or worn out property in the ordinary course of business; (b) the sale of inventory in the ordinary course of business; (c) the Disposition of used equipment for value in the ordinary course of business; (d) Dispositions permitted by clause (i) or (iii) of Section 7.4(d) and Dispositions of property of the Borrower will notto Wholly Owned Subsidiary Guarantors; (e) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary Guarantor; (f) the licensing and sublicensing of technology in the ordinary course of business (including, intercompany licensing of Intellectual Property between the Borrower and will any Subsidiary and between Subsidiaries in connection with cost-sharing arrangements, distribution, marketing, make-sell or other similar arrangements, and, for the avoidance of doubt, cost-sharing arrangements shall be considered to be transactions in the ordinary course of business); (g) the sale or discount, in each case without recourse, of overdue or doubtful account receivables arising in the ordinary course of business shall be permitted but only in connection with the compromise or collection thereof; (h) the Borrower and its applicable Subsidiaries may transfer to any Subsidiary any property acquired pursuant to a Permitted Acquisition to facilitate internal reorganizations; provided the aggregate value of such property transferred to Subsidiaries which are not permit Loan Parties, together with the aggregate amount of Investments pursuant to Section 7.7(g) in assets not acquired by Loan Parties or in Capital Stock of Persons that do not become Loan Parties, shall not exceed $10,000,000; (i) leases or subleases granted in the ordinary course of business that do not interfere in any Restricted Subsidiary tomaterial respect with the business of the Borrower or its Subsidiaries; (j) Dispositions, directly to the extent constituting Liens permitted by Section 7.3, Resticted Payments permitted by Section 7.6, Investments permitted by Section 7.7 or indirectlytransactions permitted by Section 7.9; (k) Dispositions consisting of involuntary loss, consummate damage or destruction of property; and (l) the Disposition of other property to Persons which are not Affiliates of or affiliated with the Borrower having a fair market value not to exceed $7,500,000 in the aggregate for any Asset Sale unless fiscal year of the Borrower; provided that (i) the Borrower receives consideration at the time of such transaction and after giving effect thereto and to the use of proceeds thereof, (i) no Default shall have occurred and be continuing and (ii) the Borrower or such Restricted Subsidiary, as the case may be, receives consideration Disposition at least equal to the Fair Market Value fair market value (as determined in good faith by the Borrower) of the assets sold or otherwise property disposed of, and (iiiii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets Equivalents and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in Net Cash Proceeds resulting from such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received Disposition are reinvested pursuant to this clause (iii) that is at that time outstanding, not the terms of a Reinvestment Notice or applied to exceed prepay the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect Term Loans pursuant to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposeSection 2.11(b).

Disposition of Property. The Borrower will notDispose of any of its property, and will not permit whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary toof the Borrower, directly issue or indirectly, consummate sell any Asset Sale unless at the time shares of such transaction and after giving effect thereto and Subsidiary's Capital Stock to any Person, except: (a) the use Disposition of proceeds thereof, obsolete or worn out property in the ordinary course of business; (b) the sale of inventory in the ordinary course of business; (c) Dispositions (i) no Default shall have occurred by the Borrower of any of its assets to any Wholly Owned Subsidiary Guarantor, (ii) by any Subsidiary of the Borrower of any of its assets (upon voluntary liquidation or otherwise) to the Borrower or any Wholly Owned Subsidiary Guarantor and be continuing (iii) by any Foreign Subsidiary to any other Foreign Subsidiary; (d) the sale or issuance of (i) any Subsidiary's Capital Stock to the Borrower or any Wholly Owned Subsidiary Guarantor and (ii) any Foreign Subsidiary's Capital Stock to any other Foreign Subsidiary; (e) the Disposition of other property having a fair market value not to exceed $50,000,000 for any fiscal year of the Borrower; provided, that the requirements of Section 2.11(b) are complied with in connection therewith; and (f) Dispositions referred to in Sections 7.8(f), (g) and (h); (g) Dispositions to or by Legacy Trust or the Insurance Subsidiary of Capital Stock of the Borrower; (h) Dispositions to or by Legacy Trust or the Insurance Subsidiary of Indebtedness described in Section 7.2(b) to the Borrower or such any Wholly Owned Subsidiary Guarantor; (i) Dispositions by the Borrower to Legacy Trust of cash in an amount not to exceed (when taken together with the amount of Restricted Subsidiary, as Payments made pursuant to Section 7.6(f)) the case may be, receives consideration at least equal amount necessary to pay operating costs and expenses of Legacy Trust incurred in the Fair Market Value ordinary course of business (not to exceed $150,000 per fiscal year of the assets sold or otherwise disposed of, Borrower) and to make payments to Third Party Beneficiaries (iii) as defined in the case Trust Agreement) pursuant to and in accordance with the Trust Agreement as in effect on the date hereof and Dispositions by Legacy Trust of an Asset Sale other than an Asset Swap if after giving pro forma effect such cash to such Asset Sale Third Party Beneficiaries; (xj) prior Dispositions by the Insurance Subsidiary effected solely for the purpose of liquidating assets in order to permit the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 Insurance Subsidiary to 1.00 pay expenses and (y) to make payments on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% insurance claims of the consideration therefor received Borrower and/or any of its Subsidiaries with the proceeds of such Dispositions; and (k) Dispositions of Margin Capital Stock that is held as treasury stock by the Borrower or such Restricted Subsidiary, as the case may be, that is in the form of cash or Cash Equivalents; provided that the amount of: (i) held by any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposeSubsidiaries.

Disposition of Property. The Borrower will notDispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any Equity Interests to any Person, except: (a) the Disposition of obsolete, surplus or worn out property in the ordinary course of business; (b) Dispositions of cash and Cash Equivalents, and will not permit any Restricted Subsidiary tothe sale of inventory in the ordinary course of business; (c) Dispositions expressly permitted by Section 7.3, directly or indirectly7.4, consummate any Asset Sale unless at the time of such transaction 7.6 and after giving effect thereto and to the use of proceeds thereof, 7.7; (d) (i) the sale or issuance of any Subsidiary’s Equity Interests to the Borrower or any Wholly Owned Subsidiary Guarantor and (ii) the sale or issuance of the Equity Interests of any Subsidiary of the Borrower that is not a Subsidiary Guarantor to any other Subsidiary of the Borrower that is not a Subsidiary Guarantor; (e) the sale or issuance of any Subsidiary’s Equity Interests to a Designated Holding Company; provided that (i) such Equity Interests are contributed as a capital contribution to the direct parent of such Subsidiary on the date of such sale or issuance (and, if such parent is a Wholly Owned Subsidiary such parent shall remain a Wholly Owned Subsidiary after such contribution) and (ii) no DHC Default shall have occurred and be continuing or would result therefrom; (f) the Disposition (directly or indirectly through the Disposition of 100% of the Equity Interests of a Subsidiary) of assets by the Borrower or any of its Subsidiaries (it being understood that all Exchange Excess Amounts shall be deemed to constitute usage of availability in respect of Dispositions pursuant to this Section 7.5(f)), provided that (i) on the date of such Disposition (the “Disposition Date”; it being understood that, with respect to a series of related Dispositions required pursuant to a plan of Dispositions contained in a single agreement, the Disposition Date shall be the date of the first such Disposition), no Default or Event of Default shall have occurred and be continuing or would result therefrom; (ii) the Borrower or all such Restricted Subsidiary, as the case may be, receives consideration at least Dispositions pursuant to this clause (f) shall not exceed an amount equal to the Fair Market Value 50% of Total Assets as of the assets sold or otherwise disposed of, and last day of the Test Period then most recently ended; (iii) except in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00any Exchange, at least 75% of the consideration therefor received by the Borrower or proceeds of such Restricted Subsidiary, as the case may be, is Disposition shall be in the form of cash or Cash Equivalents; provided that (provided, however, that, for the amount of: purposes of this clause (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes theretof), or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Non-Cash Consideration received by the Borrower or any Restricted Subsidiary of its Subsidiaries in such Asset Sale any Disposition pursuant to this clause (f) having an aggregate Fair Market Valuefair market value, taken together with all other Designated Noncash Non-Cash Consideration received in connection with any other Disposition pursuant to this clause (iiif) that is at that time outstanding, not to exceed the greater of $75,000,000 2,000,000,000 and 3.03.00% of Total Assets at the time of the receipt of such Designated Noncash Consideration, (with the Fair Market Value fair market value of each item of Designated Noncash Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall ) will be deemed to be cash); and (iv) the Net Cash Proceeds of such Disposition shall be applied to prepay the Term Loans to the extent required by Section 2.9(a); (g) any Exchange by the Borrower and its Subsidiaries; provided that (i) on the relevant Exchange Date, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (ii) in the event that the Annualized Asset Cash Flow Amount attributable to the assets being Exchanged exceeds the annualized asset cash flow amount (determined in a manner comparable to the manner in which Annualized Asset Cash Flow Amounts are determined hereunder) of the assets received in connection with such Exchange (such excess amount, an “Exchange Excess Amount”), then, the Disposition of such Exchange Excess Amount shall be permitted by clauses (ii) and (iii) of Section 7.5(f); and (iii) the Net Cash Proceeds of such Exchange, if any, shall be applied to prepay the Term Loans to the extent required by Section 2.9(a); (h) Dispositions by the Borrower and its Subsidiaries of property acquired after the Restatement Effective Date (other than property acquired in connection with Exchanges of property owned on the Restatement Effective Date), so long as (i) no Default or Cash Equivalents Event of Default shall have occurred and be continuing or would result therefrom, (ii) a definitive agreement to consummate such Disposition is executed no later than twelve months after the date on which relevant property is acquired and (iii) such Disposition is consummated within eighteen months after the date on which the relevant property is acquired; (i) [reserved]; (j) the Disposition by the Borrower and its Subsidiaries of other property having a fair market value not to exceed $100,000,000 in the aggregate for purposes any fiscal year of the Borrower; (k) Dispositions of Investments permitted by Section 7.7(h); provided that (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) such Disposition is made for fair market value; and (l) Dispositions of Securitization Assets pursuant to a Permitted Securitization Financing. It is understood that this provision and for no other purposeSection 7.5 does not apply to the sale or issuance of the Equity Interests of the Borrower.

Disposition of Property. The Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsolete or worn out property in the ordinary course of business; (b) the sale of inventory in the ordinary course of business; (c) Dispositions permitted by clause (i) of Section 7.4(b); (d) the Disposition of any asset (i) of the Parent Borrower will not, and will not permit or any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless at the time of such transaction and after giving effect thereto and to the use Parent Borrower or any Wholly Owned Subsidiary Guarantor, (ii) of proceeds thereofany Restricted Subsidiary that is not a Wholly Owned Subsidiary Guarantor to a Subsidiary Guarantor, (iii) solely among Restricted Subsidiaries that are not Loan Parties, (iv) of a Restricted Subsidiary that is not a Loan Party to a Loan Party, (v) solely among Loan Parties (other than a Borrower) that are not Wholly Owned Subsidiary Guarantors, (vi) solely among Foreign Subsidiaries and (vii) of the Parent Borrower or any Restricted Subsidiary to the Parent Borrower or any Restricted Subsidiary in any IP Reorganization Transaction permitted by Section 7.17; (e) the sale or issuance of (i) no Default shall have occurred and be continuing and any Restricted Subsidiary’s Capital Stock to the Parent Borrower or any Wholly Owned Subsidiary Guarantor, (ii) the any Foreign Subsidiary’s Capital Stock to any Additional Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed of, other Foreign Subsidiary and (iii) any Permitted Joint Venture’s Capital Stock in connection with the case formation of such Permitted Joint Venture or pursuant to the organizational documents of such Permitted Joint Venture; (f) any Disposition of an Asset Sale other than an Asset interest in accounts or notes receivable and related assets as part of a Qualified Receivables Transaction; (g) any Lien permitted under Section 7.3, any merger, consolidation, liquidation or dissolution permitted under Section 7.4, any Restricted Payment permitted under Section 7.6 and any Investment permitted under Section 7.7; (h) any Disposition pursuant to any Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of:Agreement permitted hereunder; (i) any liabilities Disposition of accounts receivable (and rights ancillary thereto) of Restricted Subsidiaries pursuant to, and in accordance with the terms of, the factoring agreement pursuant to which the Factoring Indebtedness referred to in Section 7.2(h) is incurred; (j) any (i) Disposition pursuant to any non-exclusive license of Intellectual Property, (ii) any exclusive license of Intellectual Property entered into in the ordinary course of business of the applicable Group Member and (iii) any exclusive license of Intellectual Property that does not materially interfere with the business and operations of the Parent Borrower and its Restricted Subsidiaries in the reasonable judgment of the Parent Borrower; (k) dispositions of accounts receivable and other rights to payment principally for collection purposes; and (l) the Disposition of other property having a fair market value not to exceed the greater of $170,000,000 and 7.5% of Consolidated Total Assets of the Parent Borrower and its Subsidiaries at such date in the aggregate for any fiscal year of the Parent Borrower; provided that (i) the consideration for any such Disposition (or series of related Dispositions) in excess of $40,000,000 consists of at least 75% cash consideration (provided that for purposes of the 75% cash consideration requirement (A) (1) the amount of any Indebtedness of the Parent Borrower or any Restricted Subsidiary (as reflected in the Borrower’s or shown on such Restricted Subsidiaryperson’s most recent balance sheet or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities ) that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are is assumed by the transferee of any such assets and for which assets, (2) the Borrower and all amount of its Restricted Subsidiaries have been validly released by all creditors any trade-in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (value applied to the extent so converted) within 180 days following the closing purchase price of any replacement assets acquired in connection with such Asset Sale, and Disposition and (iii3) any Designated Noncash Non-Cash Consideration received by the Borrower or any Restricted Subsidiary in respect of such Asset Sale Disposition having an aggregate Fair Market Valuefair market value, taken together with all other Designated Noncash Non-Cash Consideration received pursuant to this clause (iii) that is at that time outstanding3), not to exceed the greater in excess of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration40,000,000, with the Fair Market Value of in each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, case shall be deemed to be cash or and (B) Cash Equivalents for purposes and marketable U.S. debt securities (determined in accordance with GAAP) shall be deemed to be cash), (ii) no Event of this provision Default then exists or would result therefrom and for no other purpose(iii) the Net Cash Proceeds thereof are applied in accordance with Section 2.12(b).

Disposition of Property. The A. Except as permitted by SECTION 9.4 or in connection with the formation of partnerships or joint ventures permitted by SECTION 9.3, the Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, directly sell, lease, assign, transfer or indirectlyotherwise dispose of any of its Property (irrespective of whether such Property is owned or acquired before, consummate on or after the Closing Date), except for the following which are permitted if and to the extent that the Agent receives any and all prepayments (if any) required from the proceeds thereof in accordance with SECTION 2.7(A): (a) the Specified Asset Dispositions, PROVIDED, HOWEVER, that, without the prior written consent of the Required Lenders, (i) each of the Specified Asset Dispositions shall be for fair consideration paid or payable to the transferor as determined by the transferor in good faith, (ii) except as permitted by SECTION 9.12A(B) succeeding, none of the Specified Asset Dispositions may include Asset Dispositions by the Borrower or any of its Subsidiaries to a Subsidiary of the Borrower, and (iii) none of the Specified Asset Dispositions may include a lease of Property; (b) Asset Dispositions by the Borrower or its Subsidiaries to the Borrower or any Wholly-Owned Subsidiary or Majority-Owned Subsidiary of the Borrower other than an Excluded Subsidiary if no Default exists at the time of or will result from such Asset Disposition; PROVIDED, HOWEVER, that Asset Dispositions permitted in accordance with this CLAUSE (B) (i) shall not include any Asset Disposition of a hospital or other Facility unless such Asset Disposition is approved by the Required Lenders and (ii) shall not include any related personal Property (irrespective of whether such Property is owned or acquired before, on or after the Closing Date) consisting of equipment or inventory unless such Asset Disposition of equipment or inventory (A) is approved by the Required Lenders, (B) (1) in the case of inventory, is owned by Xxxxxxxxxx PHC Regional Hospital, Inc. and, in the case of equipment, is owned by Xxxxxxxxxx PHC Regional Hospital, Inc. as of the Closing Date or (2) is transferred to Xxxxxxxxxx PHC Regional Hospital, Inc. and, concurrently with such transfer under this CLAUSE (2), is subject to a perfected Lien in favor of the Agent as security for the Obligations, or (C) when combined with all other Asset Dispositions of equipment or inventory which have occurred under this CLAUSE (C) subsequent to December 31, 1997, does not involve Property having an aggregate book value in excess of $10,000,000; (c) the sale of accounts receivable under the PHC Funding Sale Documents in an amount sufficient to derive Net Proceeds of no more than $65,000,000; (d) dispositions of Property, other than dispositions of a Facility, no longer used or useful in the ordinary course of business; (e) dispositions of a Facility listed on SCHEDULE 9.12A(E), all of which are closed at the date of this Agreement; (f) subject to the proviso contained in this CLAUSE (F) below, sales, leases, assignments, transfers or other dispositions otherwise expressly permitted under this Agreement (including, without limitation, any transfer of the Capital Stock or Property of an Excluded Subsidiary permitted under SECTION 9.3 and any grant of a Lien which constitutes a Permitted Lien permitted in accordance with this Agreement), PROVIDED, HOWEVER, that sales, leases, assignments, transfers or other dispositions of a Facility or any related personal Property (whether now owned or hereafter acquired) consisting of equipment or inventory shall be excluded for purposes of this CLAUSE (F) preceding unless such Facility or personal Property is owned by an Excluded Subsidiary; and (g) Asset Dispositions by DHHS, at such time as it is a Majority-Owned Subsidiary or Wholly-Owned Subsidiary, to the Borrower or a Wholly-Owned Subsidiary; PROVIDED, HOWEVER, that, notwithstanding anything to the contrary contained in this Agreement, (i) except for the consummation of any transactions at the time subject to a definitive agreement of purchase and sale, no Asset Disposition may be made by the Borrower or any of its Subsidiaries (other than Excluded Subsidiaries) pursuant to CLAUSE (A) preceding if an Event of Default exists at the time of such transaction and after giving effect thereto and to the use of proceeds thereofAsset Disposition or would result therefrom, (i) no Default shall have occurred and be continuing and (ii) unless otherwise agreed by the Required Lenders, none of the hospitals (including real Property and related personal Property, in each case whether now owned or hereafter acquired) or any Capital Stock of the entities owning such hospitals or related Property identified with Specified Asset Dispositions may be sold (A) for other than cash and/or the assumption of Debt (for which Debt the Borrower or the Subsidiary of the Borrower liable therefor is fully and unconditionally released) without the prior written consent of the Required Lenders; PROVIDED, HOWEVER, that so long as the total of cash and such assumption of Debt exceeds the relevant minimum amount referred to in the following SUBCLAUSE (B), the Borrower or such Restricted Subsidiary, Subsidiary may accept promissory notes from the purchaser as part of the case may be, receives consideration at least equal Specified Asset Disposition or (B) for less than the amounts of cash and assumption of Debt (for which Debt the Borrower or the Subsidiary of the Borrower liable therefor is fully and unconditionally released) specified (if any is specified) in SCHEDULE 9.12. B. Subject to the Fair Market Value proviso contained in this SECTION 9.12B below, in connection with an Asset Disposition permitted under this SECTION 9.12 of any Properties which constitute Collateral, the Agent hereby agrees to release (and shall have the authority to release without the further consent of any Lenders) such Collateral (at the expense of the assets sold Borrower) as may be required to effectuate such permitted Asset Disposition, PROVIDED, HOWEVER, that (i) all Net Proceeds of such Asset Disposition which are required to be paid to the Agent pursuant to SECTION 2.7(A) shall be so paid to the Agent as a condition to such release, (ii) the Agent shall not, and shall not be obligated to, release any such Collateral in connection with any Asset Disposition to the Borrower or otherwise disposed ofany Subsidiary of the Borrower, and (iii) the Agent shall not, and shall not be obligated to, release any such Collateral in the case of an connection with any Asset Sale other than an Asset Swap Disposition if after giving pro forma effect to such Asset Sale (x) prior Disposition is permitted or approved subject to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided condition that the amount of: (i) any liabilities (as reflected in Liens thereon securing the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower Obligations or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, portion thereof shall not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposereleased.

Disposition of Property. The Borrower will notDispose of any of its property, and will not permit whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) Dispositions (i) of obsolete or worn out property in the ordinary course of business, (ii) resulting from any casualty or other insured damage to, directly or indirectlyany taking under power of eminent domain or by condemnation or similar proceeding of, consummate any Asset Sale unless at property or asset of the time Borrower or any Subsidiary and (iii) constituting leases, subleases, space leases, licenses or sublicenses, in each case in the ordinary course of such transaction business and after giving effect thereto which do not materially interfere with the business of any Group Member; (b) Dispositions of (i) Hydrocarbons and other inventory in the ordinary course of business and (ii) accounts receivable in connection with the compromise, settlement or collection thereof; (c) sale and leaseback transactions permitted by Section 5.03, Liens permitted by Section 5.05 and Restricted Payments permitted by Section 5.07; (d) the sale or issuance or other Disposition of any Subsidiary’s Capital Stock to the use Borrower or any Wholly Owned Subsidiary of proceeds thereof, the Borrower; and (e) Dispositions (including the Disposition of Capital Stock of any Subsidiary to a Person that is not a Group Member) not otherwise permitted by Section 5.06(a) through (d) so long as (i) no Event of Default shall have has occurred and be is continuing and (ii) the Borrower Net Cash Proceeds (or such Restricted Subsidiary, as the case may be, receives consideration at least an amount equal to the Fair Market Value of the assets sold or otherwise disposed of, and (iiithereto) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that Disposition are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (applied to the extent so convertedrequired by Section 2.08(a) within 180 days following to reduce the closing Total Revolving Extensions of such Asset SaleCredit. In the event that any Disposition meets the criteria for more than one of the categories set forth in this Section 5.06, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary may, in its sole discretion, classify and reclassify from time to time such Asset Sale having an aggregate Fair Market Value, taken together Disposition among the categories whose criteria such Disposition satisfies in a manner that results in compliance with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposecovenant.

Disposition of Property. The Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of (i) obsolete, used, surplus or worn out property in the ordinary course of business (including the abandonment or other Disposition of Intellectual Property that is in the reasonable judgment of the Borrower, no longer economically practicable to maintain or used or useful in the conduct of the business of the Borrower will notand its Restricted Subsidiaries taken as a whole), (ii) Dispositions of property no longer used or useful in the conduct of the business of the Borrower and will not permit its Restricted Subsidiaries and (iii) cash and Cash Equivalents; (b) the sale of inventory or the licensing, sublicensing or other disposition of Intellectual Property in the ordinary course of business; (c) Dispositions permitted by Sections 8.4(a), 8.4(b) and 8.4(e); (d) the sale or issuance of (i) Capital Stock of any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless at the time of such transaction and after giving effect thereto and to the use Borrower or any Subsidiary Guarantor and (ii) Capital Stock of proceeds thereofany Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; (e) sale-leaseback transactions; (f) sales, transfers or dispositions by the Borrower or any of its Restricted Subsidiaries of non-strategic assets purchased as part of a Permitted Acquisition, so long as (i) no Default shall have occurred and be continuing and then exists or would result therefrom, (ii) the Borrower or such Restricted Subsidiary, as the case may be, Subsidiary receives consideration at least equal to fair market value (as determined in good faith by the Fair Market Value of the assets sold or otherwise disposed ofBorrower), and (iii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor aggregate proceeds received by the Borrower or such Restricted Subsidiary from all such sales, transfers or dispositions relating to a given Permitted Acquisition do not exceed 40% of the aggregate consideration paid for such Permitted Acquisition and (iv) such non-strategic assets are sold, transferred or disposed of on or prior to the first anniversary of such Permitted Acquisition; (g) Asset Swaps; (h) Dispositions of property from (a) the Borrower to any Subsidiary Guarantor, (b) any Subsidiary Guarantor to any other Subsidiary Guarantor and (c) any Restricted Subsidiary that is not a Subsidiary Guarantor to any other Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor or to any Loan Party; (i) Dispositions permitted by Section 8.3, Section 8.6 and Section 8.7; (j) leases or subleases of property in the ordinary course of business which do not materially interfere with the conduct of the business of the Borrower or any of its Restricted Subsidiaries taken as a whole; (k) Dispositions of property in connection with Recovery Events; (l) Dispositions of past due accounts receivable in connection with the collection, write down or compromise thereof in the ordinary course of business; (m) other Dispositions of property having an aggregate fair market value not in excess of $7,500,000 (as determined by the Borrower in good faith); (n) sales, transfers, leases and other dispositions to a Foreign Subsidiary; provided, that any such sales, transfers, leases or other dispositions from the Borrower or any Subsidiary Guarantor shall be made (i) in compliance with Section 8.9 and (ii) to the extent not made in compliance with Section 8.9, shall be treated as an Investment in such Foreign Subsidiary and shall be permitted only to the case may beextent permitted pursuant to Section 8.7; (o) Dispositions of Investments in joint ventures, is to the extent required by, or made pursuant to buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; provided that the consideration received shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Borrower); (p) sales, forgiveness or other dispositions of accounts receivable in the ordinary course of business in connection with the collection or compromise thereof; (q) any issuance or sale of Capital Stock in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; (r) the issuance of Capital Stock by a Restricted Subsidiary that represents all or a portion of the consideration paid by the Borrower or a Restricted Subsidiary in connection with any Investment permitted by Section 8.7, including in connection with the formation of a joint venture with a Person other than a Restricted Subsidiary; (s) Dispositions of other property; provided that (i) at the time of such Disposition, no Default or Event of Default shall have occurred and been continuing or would result from such Disposition, (ii) with respect to any Disposition pursuant to this Section 8.5(s) of property having an aggregate fair market value (determined as of the closing of such Disposition) not to exceed $10,000,000, the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents; provided provided, however, that for the amount of: purposes of this clause (iii), the following shall be deemed to be cash: (A) any liabilities (as reflected in shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the Loanspayment in cash of the Obligations, that are assumed by the transferee of any such assets with respect to the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, , (iiB) any securities, notes or other similar obligations securities received by the Borrower or such the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so convertedof the cash or Cash Equivalents received) within 180 120 days following the closing of such Asset Salethe applicable Disposition, and and (iiiC) any Designated Noncash Consideration aggregate non-cash consideration received by the Borrower or any the applicable Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to this clause exceed $10,000,000 and (iii) that such Disposition is at that time outstandingfor fair market value as reasonably determined by the Borrower in good faith; and (t) Dispositions of Capital Stock deemed to occur upon the exercise of stock options, not to exceed the greater warrants or other equity derivatives or settlement of $75,000,000 and 3.0% of Total Assets at the time convertible securities if such Capital Stock represent (i) a portion of the receipt of exercise price thereof or (ii) withholding incurred in connection with such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposeexercise.

Disposition of Property. The Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsolete or worn out property in the ordinary course of business; (b) the Disposition of Cash Equivalents and sale of inventory in the ordinary course of business; (c) Dispositions permitted by clause (i) of Section 7.4(b); (d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower will not, or any Wholly Owned Subsidiary Guarantor; (e) the Disposition of other property (other than a Home Sale) in the aggregate having a book value not exceeding (i) 10% of the consolidated tangible assets of the Borrower and will not permit its Subsidiaries in any Restricted Subsidiary to, directly fiscal year of the Borrower or indirectly, consummate any Asset Sale unless (ii) 15% of the consolidated tangible assets of the Borrower and its Subsidiaries in the aggregate from and after the Closing Date (with consolidated tangible assets being determined at the time of any such transaction and after giving effect thereto and Disposition by reference to the use of proceeds thereof, (i) no Default shall have occurred and be continuing and (ii) the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal most recent consolidated financial statements delivered pursuant to the Fair Market Value of the assets sold or otherwise disposed of, and (iii) in the case of an Asset Sale other Section 6.1); provided that not less than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the total consideration therefor received for any such Disposition shall be paid to the Borrower in cash or within 180 days after the consummation of such disposition is reasonably expected to and shall be converted into cash; (f) Home Sales and Asset Sales by Borrower or any of its Subsidiaries the Net Cash Proceeds of which do not exceed $5,000,000 in the aggregate in any fiscal year; (g) any of the Borrower and its Subsidiaries may transfer assets to the Borrower or such Restricted Subsidiary, as any Subsidiary Guarantor; (h) any of the case may be, is in the form of cash or Cash Equivalents; provided that the amount of:Borrower and its Subsidiaries shall be permitted to make Permitted Dispositions; (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower and its Subsidiaries shall be permitted to sell or such Restricted Subsidiary otherwise dispose of property and other than liabilities that are by their terms subordinated assets in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, connection with Sale Leaseback Transactions permitted hereunder; and (iiij) other Home Sales involving real property sold in the sale-leaseback type transactions that do not qualify as a Sale Leaseback Transaction hereunder so long as such real property has been acquired by any Designated Noncash Consideration received Loan Party after the date hereof and the Net Cash Proceeds of such Home Sales are used to make prepayments of any outstanding Revolving Loans. To the extent the Required Lenders waive the provisions of this Section with respect to the sale or other disposition of any Collateral, or any Collateral is sold or disposed of as permitted by this Section, such Collateral in each case shall be sold or otherwise disposed of free and clear of the Liens created by the Borrower or any Restricted Subsidiary Loan Documents and the Administrative Agent shall take such actions in such Asset Sale having an aggregate Fair Market Value, taken together accordance with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes Section 10.14 as are appropriate in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposeconnection therewith.

Disposition of Property. The Borrower will notDispose of any of its property, and will not permit whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary toof Holdings, directly issue or indirectly, consummate sell any Asset Sale unless at the time shares of such transaction and after giving effect thereto and Subsidiary’s Equity Interests to any Person, except: (a) the use Disposition of proceeds thereofobsolete, negligible, uneconomical, surplus or worn out property or, with respect to Intellectual Property, the Disposition of Intellectual Property which could otherwise be abandoned or cancelled pursuant to Section 5.2, in the ordinary course of business; (b) Dispositions permitted by Section 6.4(b)(i) or constituting a Restricted Payment permitted by Section 6.6; (i) no Default shall have occurred and be continuing and the sale or issuance of Equity Interests of any Subsidiary of the Borrower to the Borrower or any Wholly Owned Subsidiary Guarantor, (ii) the sale or issuance of the Borrower’s Equity Interests to Holdings and (iii) the sale or issuance of Holdings’ Equity Interests so long as a Change of Control does not result therefrom; (d) Disposition of property by a Group Member to another Group Member (other than, unless consented to by the Administrative Agent (acting reasonably), the Borrower) consistent with past practice; provided that, in the event the transferor of such property is a Loan Party, any and all Indebtedness and other liabilities of such transferor secured by, or otherwise associated with, such property shall have been assumed by the transferee (with no recourse to the transferor) or shall have been repaid in full with the proceeds of such Disposition; (e) leases and subleases (as lessee or lessor) and licenses and sublicenses (as licensee or licensor) permitted by Section 6.3; (f) the Transactions shall be permitted; (g) consummation of Permitted Acquisitions (including the issuance by Holdings of its Equity Interests as part of the consideration to the extent otherwise permitted hereunder); (h) as long as no Specified Event of Default then exists or would arise therefrom, the sale of Cash Equivalents for fair value and the use of cash for purposes that are otherwise permitted by the terms of this Agreement in the ordinary course of business; (i) any Disposition of real property to a Governmental Authority as a result of a condemnation of such real property; (j) any Disposition in respect of an Investment described in Sections 6.7(q) or (r); (k) any Disposition to any tenant under a Lease with a Group Member in connection with the exercise by such tenant of a purchase option thereunder; provided that the Net Cash Proceeds with respect thereto are maintained in a segregated deposit account until reinvested or used to prepay the Loans, in each case, in accordance with Section 2.5(a); (l) sale of non-core assets obtained in connection with a Permitted Acquisition; provided that such assets are sold within two years of the closing of such Permitted Acquisition; (m) transfers of property subject to a Casualty Event upon receipt of the Net Cash Proceeds of such Casualty Event; (n) Dispositions of accounts receivable in connection with the collection or compromise thereof; (o) the unwinding of any Hedge Agreement unless the Borrower or such Restricted Subsidiary, would be in breach of Section 5.9 as a result thereof; and (p) Dispositions by the case may be, receives Borrower and its Subsidiaries of property: (i) the consideration received is at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed of, and such property; (iiiii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by is cash or, if greater, the Borrower or amount necessary to satisfy all obligations required to be paid as a result of such Restricted SubsidiaryDisposition (provided that, so long as no obligations are required to be paid as a result of such Disposition, such 75% cash consideration condition shall not be required in the case may be, is in the form of cash any Asset Swap); and (iii) with respect to which no Default or Cash EquivalentsEvent of Default then exists or would result therefrom; provided that (x) the Pro Forma DSCR after giving effect to such Disposition shall not be less than the greater of (A) 1.19x and (B) the level of Pro Forma DSCR set forth in Section 6.8 opposite the Fiscal Year in which such Disposition is to occur; (y) the Pro Forma Leverage Ratio after giving effect to such disposition shall not be greater than the lesser of (A) 74.3% and (B) the level of the Pro Forma Leverage Ratio set forth in Section 6.8 opposite the Fiscal Year in which such Disposition is to occur and (z) in the event the aggregate amount of: of such Dispositions would exceed $25,000,000 in any Fiscal Quarter, a Responsible Officer of the Borrower shall have delivered to the Administrative Agent, at least three (i3) Business Days prior to such Disposition, a certificate, in form and substance satisfactory to the Administrative Agent, certifying compliance with the conditions set forth in this clause (p), including demonstrating compliance with the Pro Forma DSCR and Pro Forma Leverage Ratio set forth in Section 6.8); provided, further, that the aggregate amount of Dispositions (other than Dispositions of Non-Counted Assets) permitted under this clause (p) in any liabilities Fiscal Year shall not exceed an amount equal to five percent (as reflected in the “Asset Sale Basket”) of the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes theretoconsolidated “Net investments”, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown as set forth on the Borrower’s or such Restricted Subsidiary’s consolidated balance sheet or in as at the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) last day of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loansimmediately preceding Fiscal Year (it being understood and agreed that, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision the 2007 Fiscal Year, the Asset Sale Basket shall be equal to two and for no other purposeone-half percent of the Borrower’s consolidated “Net investments” and only Dispositions following the Closing Date shall count against the Asset Sale Basket).

Disposition of Property. The Borrower will notConvey, and will not permit any Restricted Subsidiary tosell, directly or indirectlylease, consummate any Asset Sale unless at the time of such transaction and after giving effect thereto and to the use of proceeds thereoftransfer, (i) no Default shall have occurred and be continuing and (ii) the Borrower or such Restricted Subsidiaryassign, as the case may be, receives consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed ofdispose of any of its business or property, and (iii) whether now owned or hereafter acquired, or, in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect any Subsidiary of the Borrower, issue or sell any shares of such Subsidiary’s Capital Stock to any Person (collectively, “Transfer”), except for Transfers: (a) of Inventory in the ordinary course of business; (b) of worn-out or obsolete equipment that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the ordinary course of business of Borrower or any of its Subsidiaries; (c) consisting of Permitted Liens and Investments permitted pursuant to Section 7.8; (d) consisting of the sale or issuance of any stock of Borrower so long as such Asset Sale (x) prior to the Term B-1 Loan Repayment Datesale or issuance would not result in a Change of Control; provided that, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on for any such sale or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, issuance which will result in a change in ownership of at least 7520% of the consideration therefor outstanding voting stock of Borrower on a fully diluted basis, Borrower provides the Administrative Agent (which shall promptly provide such notice to the Lenders) not less than five (5) Business Days’ (or such shorter period as may be agreed to by the Required Lenders) prior written notice of such sale or issuance, specifying the purchasers of such stock, any “know your customer” information required by the Administrative Agent or any Lender, the terms of such sale or issuance, and the total sale or issuance proceeds to be received by Borrower; (e) consisting of Borrower’s or its Subsidiaries’ use or transfer of money or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents; (f) consisting of non-exclusive licenses for the use of the property of Borrower or such Restricted Subsidiary, as the case may be, is any of its Subsidiaries in the form ordinary course of cash business; (g) consisting of licenses of Intellectual Property that is not material to the business of Borrower or Cash Equivalents; provided its Subsidiaries granted to their customers in the ordinary course of business; (h) consisting of Intellectual Property that the amount of:is or will be jointly owned by Borrower and UiPath Romania, so long as such Intellectual Property remains solely and jointly owned by such Persons; (i) from any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent Subsidiary that is not a co-borrower under this Agreement to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having other than an aggregate Fair Market ValueImmaterial Subsidiary; and (j) from any Loan Party to any other Loan Party; provided, taken together with all other Designated Noncash Consideration received however, that any Disposition made pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, Section 7.5 shall be deemed to be cash or Cash Equivalents made in good faith on an arm’s length basis for purposes of this provision and for no other purposefair value.

Disposition of Property. The Borrower will notDispose of any of its property, and will not permit whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary toSubsidiary, directly issue or indirectly, consummate sell any Asset Sale unless at the time shares of such transaction Subsidiary’s Capital Stock to any Person, except: (a) Dispositions of cash and after giving effect thereto Cash Equivalents; (b) Dispositions of surplus, obsolete or worn out property or property no longer used or useful in the business of the Borrower and to its Subsidiaries, whether now owned or hereafter acquired, in the use ordinary course of proceeds thereof, business; (c) the sale of inventory in the ordinary course of business; (d) Dispositions permitted by clause (i) no Default shall have occurred of Section 6.4(b); (e) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Subsidiary; (f) any ceding of insurance or reinsurance in the ordinary course of business including, without limitation, to off-shore special purpose insurers; (g) Dispositions of assets obtained through foreclosure or otherwise through the exercise of remedies in respect of obligations owed by a third party to the Borrower or any of its Subsidiaries or otherwise in respect of mortgage loans insured by the Borrower or any of its Subsidiaries; (h) any Disposition pursuant to a Reinsurance Agreement so long as such Disposition is entered into in the ordinary course of business for the purpose of managing insurance risk consistent with industry practice; (i) Dispositions of Investments by any Regulated Insurance Company (other than Capital Stock of Subsidiaries engaged in insurance lines of business) and be continuing Dispositions of Investments in marketable securities at fair value by the Borrower in exchange for cash in an aggregate amount not to exceed the amount of such marketable securities on the balance sheet of the Borrower as of the Closing Date, in each case in the ordinary course of business consistent with past practices and investment policy approved by the board of directors of such Regulated Insurance Company or the Borrower, as applicable; (j) Dispositions of accounts or payment intangibles (each as defined in the UCC) resulting from the compromise or settlement thereof in the ordinary course of business for less than the full amount thereof; (k) Dispositions by any Loan Party or a Subsidiary to another Loan Party or any other Subsidiary; (l) non-exclusive licenses or sublicenses, or leases or subleases granted to any third parties in arm’s-length commercial transactions in the ordinary course of business; (m) Dispositions 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; (n) issuances of Capital Stock (i) by a direct or indirect Wholly Owned Subsidiary of the Borrower to the Borrower or to one or more Wholly Owned Subsidiaries of the Borrower or (ii) by a non-Wholly Owned Subsidiary of the Borrower to the respective equity holders of such non-Wholly Owned Subsidiary, on a pro rata basis; (o) any Subsidiary of the Borrower may liquidate or dissolve itself in accordance with the law; provided that such Person’s assets (if any) are distributed to the Borrower or a Guarantor (or if such Subsidiary was not owned by a Borrower or a Guarantor, to the Subsidiary that is its parent) in connection with such liquidation or dissolution; (p) Dispositions of mortgage-related assets securing Mortgage Secured Financings; (q) Dispositions of other property having a fair market value not to exceed (i) in the aggregate for any fiscal year of the Borrower, 15% of the Consolidated Net Worth of the Borrower and (ii) the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed of, and (iii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to aggregate from the Term B-1 Loan Repayment Closing Date until the Revolving Termination Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, 30% of the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% Worth of the consideration therefor received by Borrower, in each case, calculated as of the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s fiscal period most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent recently ended prior to the date of such balance sheet, such liabilities that would Disposition for which financial statements have been shown on the Borrower’s delivered pursuant to Sections 5.1(a) or such Restricted Subsidiary’s balance sheet (b); (r) dispositions resulting from any casualty or in the footnotes thereto if such incurrence other insured damage to, or accrual had taken place on the date any taking under power of such balance sheet) eminent domain or by condemnation or similar proceeding of, and transfers of property arising from foreclosure or similar action with regard to, any asset of the Borrower or such Restricted any Subsidiary other than liabilities that are (s) Dispositions permitted by their terms subordinated in right of payment to the LoansSections 6.3, that are assumed by the transferee of any such assets 6.6 and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purpose.6.7;

Disposition of Property. The Borrower will notDispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any Equity Interests to any Person, except: (a) the Disposition of obsolete or worn out property in the ordinary course of business; (b) Dispositions of cash and Cash Equivalents, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless at the time sale of such transaction and after giving effect thereto and to inventory in the use ordinary course of proceeds thereof, business; (c) Dispositions expressly permitted by Section 7.4; (i) the sale or issuance of any Subsidiary's Equity Interests to the Borrower or any Wholly Owned Subsidiary Guarantor; (ii) the sale or issuance of the Equity Interests of any Subsidiary of the Borrower that is not a Subsidiary Guarantor to any other Subsidiary of the Borrower that is not a Subsidiary Guarantor and that (unless such transaction occurs after the Additional Credit Support Compliance Date) is not a Silo Entity; (iii) the sale or issuance of the Equity Interests of any Subsidiary of a Silo Borrower to such Silo Borrower or any Wholly Owned Silo Loan Party that is a Subsidiary of such Silo Borrower; and (iv) the sale or issuance of the Equity Interests of any Subsidiary of a Silo Borrower that is not a Silo Credit Entity to any other Subsidiary of such Silo Borrower that is not a Silo Credit Entity; (e) the sale or issuance of any Subsidiary's Equity Interests to a Designated Holding Company; provided that (i) such Equity Interests are contributed as a capital contribution to the direct parent of such Subsidiary on the date of such sale or issuance (and, if such parent is a Wholly Owned Subsidiary such parent shall remain a Wholly Owned Subsidiary after such contribution) and (ii) no DHC Default shall have occurred and be continuing or would result therefrom; (f) the Disposition (directly or indirectly through the Disposition of 100% of the Equity Interests of a Subsidiary) of operating assets by the Borrower or any of its Subsidiaries (it being understood that all Exchange Excess Amounts shall be deemed to constitute usage of availability in respect of Dispositions pursuant to this Section 7.5(f)), provided that (i) on the date of such Disposition (the "Disposition Date"; it being understood that, with respect to a series of related Dispositions required pursuant to a plan of Dispositions contained in a single agreement, the Disposition Date shall be the date of the first such Disposition), no Default or Event of Default shall have occurred and be continuing or would result therefrom; (ii) in any fiscal year, the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal Annualized Asset Cash Flow Amount attributable to the Fair Market Value of the assets sold or otherwise being disposed of, and when added to the Annualized Asset Cash Flow Amount attributable to all other assets previously disposed of pursuant to this Section 7.5(f) in such fiscal year, shall not exceed an amount equal to 25% of Annualized Operating Cash Flow for the last fiscal quarter of the immediately preceding fiscal year; (iii) the Annualized Asset Cash Flow Amount attributable to the assets being disposed of, when added to the Annualized Asset Cash Flow Amount attributable to all other assets previously disposed of pursuant to this Section 7.5(f) during the period from the Restatement Effective Date to such Disposition Date, shall not exceed an amount equal to 50% of Annualized Pro Forma Operating Cash Flow determined as of such Disposition Date; (iv) except in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00any Exchange, at least 75% of the consideration therefor received by the Borrower or proceeds of such Restricted Subsidiary, as the case may be, is Disposition shall be in the form of cash or cash; and (v) the Net Cash EquivalentsProceeds of such Disposition shall be applied to prepay the Term Loans to the extent required by Section 2.9(a); (g) any Exchange by the Borrower and its Subsidiaries; provided that the amount of: (i) any liabilities on the relevant Exchange Date, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (as reflected ii) in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in event that the footnotes thereto, or if incurred or accrued subsequent Annualized Asset Cash Flow Amount attributable to the date of such balance sheet, such liabilities that would have been shown on assets being Exchanged exceeds the Borrower’s or such Restricted Subsidiary’s balance sheet or annualized asset cash flow amount (determined in a manner comparable to the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheetmanner in which Annualized Asset Cash Flow Amounts are determined hereunder) of the Borrower or assets received in connection with such Restricted Subsidiary other than liabilities that are Exchange (such excess amount, an "Exchange Excess Amount"), then, the Disposition of such Exchange Excess Amount shall be permitted by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, clauses (ii) any securitiesand (iii) of Section 7.5(f); and (iii) the Net Cash Proceeds of such Exchange, notes or other similar obligations received by if any, shall be applied to prepay the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (Term Loans to the extent so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received required by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purpose.Section 2.9(a);

Disposition of Property. The Borrower will notDispose of any of its property, and will not permit whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary toSubsidiary, directly issue or indirectly, consummate sell any Asset Sale unless at the time shares of such transaction and after giving effect thereto and Subsidiary’s Capital Stock to any Person, except: (a) the use Disposition of proceeds thereofunnecessary, obsolete or worn out property in the ordinary course of business; (b) the sale of inventory in the ordinary course of business; (c) Dispositions permitted by Section 7.4(b); (d) (i) no Default the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary Guarantor or (ii) the sale or transfer of any Immaterial Subsidiary’s Capital Stock or assets to the Borrower or any other Loan Party or any Wholly Owned Subsidiary; (e) any Permitted Receivables Financing; (f) Dispositions listed and described on Schedule 7.5 attached hereto; (g) any Disposition of assets (i) from one Foreign Subsidiary to a Foreign Subsidiary, (ii) from one Loan Party to another Loan Party or (iii) from a Subsidiary to a Loan Party; (h) the Disposition of other property not described in clauses (a) - (g) above or (i)-(o) below for fair market value as long as (i) at least 75% of the consideration consists of cash and cash equivalents (provided that such minimum cash/cash equivalent requirement shall have occurred not apply to any Disposition or series of related Dispositions of property having a fair market value of $15,000,000 or less as long as the aggregate fair market value of property Disposed of which is not subject to such minimum cash/cash equivalent requirement does not exceed $50,000,000 after the Closing Date) and be continuing (ii) the aggregate fair market value of such property so disposed of does not exceed the sum of (A) 30% of the Consolidated Total Assets of the Borrower as determined on the Closing Date plus (B) the proceeds of all Reinvestment Deferred Amounts with respect to Dispositions reinvested in the business of the Borrower and its Subsidiaries after the Closing Date; provided, that neither the Borrower nor any Subsidiary Guarantor shall make Dispositions, the proceeds of which are reinvested in Subsidiaries that are not Subsidiary Guarantors, with respect to property having an aggregate fair market value in excess of 30% of the Consolidated Total Assets of the Borrower as determined on the Closing Date; (i) the Borrower or any of its Subsidiaries may transfer or contribute ownership of the Capital Stock of any Foreign Subsidiary formed or organized under the laws of (a) any European country or (b) any state, province, district or other subdivision of any such country, in each case to Tenneco Automotive Iberica, S.A.; and (ii) the Borrower or such Restricted Subsidiary, as the case any of its Subsidiaries may be, receives consideration at least equal to the Fair Market Value transfer or contribute ownership of the assets sold or otherwise disposed ofCapital Stock of any other Foreign Subsidiary (i.e., and (iii) Foreign Subsidiaries not described in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect preceding clause (i)) to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as a Subsidiary of the case Borrower; (j) the Borrower or any of its Subsidiaries may be, is in transfer or contribute ownership of the form Capital Stock of cash any Foreign Subsidiary or Cash Equivalents; provided that Joint Venture formed or organized under the amount of: laws of (i) any liabilities (as reflected in the BorrowerPeople’s Republic of China or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securitiesstate, notes province, district or other similar obligations received subdivision thereof in each case to a Wholly Owned Subsidiary of the Borrower that is formed or organized under the laws of (A) either the People’s Republic of China or the United States or (B) any state, province, district or other subdivision of either such country; (k) the Borrower and its Subsidiaries may sell property pursuant to Permitted Sale/Leasebacks; (l) the Disposition of property as an Investment made pursuant to Section 7.8(g) in any Joint Venture or in any Person who, prior to the Investment, is not a Subsidiary and who becomes, as a result of the Investment, a Subsidiary that is not a Wholly Owned Subsidiary; (m) the Disposition of the Capital Stock or assets of any Immaterial Subsidiary (other than any Disposition permitted pursuant to clause (g) above); (n) the sale by the Borrower or such Restricted Subsidiary from such transferee that are converted by and its Subsidiaries (i) of post-dated checks in accordance with past practice of the Borrower and its Subsidiaries in the People’s Republic of China and (ii) bills of exchange in accordance with past practice of the Borrower and its Subsidiaries in Europe; (o) [reserved]; (p) at the request of the Administrative Agent, the shares of any Foreign Subsidiary formed or such Restricted organized under the laws of the Czech Republic may be transferred to any Wholly Owned Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following necessary to pledge up to 65% of the closing voting capital stock of such Asset SaleSubsidiary under the laws of the Czech Republic pursuant to the Security Documents; (q) the Disposition of the Xxxx County Facility from TAOC to the Xxxx County Industrial Building Authority, in connection with the Xxxx County Facility IDB Transaction; and (iiir) any Designated Noncash Consideration received by the Borrower or any Restricted of its Subsidiaries may transfer or contribute ownership of the Capital Stock of any Foreign Subsidiary formed or organized under the laws of (a) any European country or (b) any state, province, district or other subdivision of any such country, in each case to a to be formed European holding company. Simultaneously with any transfer described in Section 7.5(i), (j) or (r) of this Agreement, the Lenders authorize the Administrative Agent to release the Lien on and security interest created by the Loan Documents in the Capital Stock of the Subsidiaries so transferred or contributed and authorize the Administrative Agent to take any action reasonably requested by the Borrower to effect such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received release. Any Disposition made pursuant to this clause (iiig)(i) that is at that time outstanding, not to exceed or (i)(ii) above of Capital Stock or assets of a Foreign Subsidiary the greater Capital Stock of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, which constitutes Collateral under this Agreement shall be deemed made for fair market value paid in cash. All such cash in excess of an amount equal to $150,000,000 shall be cash retained and/or reinvested in Loan Parties or Cash Equivalents for purposes in Foreign Subsidiaries the Capital Stock of this provision and for no other purposewhich constitutes Collateral under the Agreement.

Disposition of Property. The Borrower will notDispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any Equity Interests to any Person, except: (a) the Disposition of obsolete, surplus or worn out property in the ordinary course of business; (b) Dispositions of cash and Cash Equivalents, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless at the time sale of such transaction and after giving effect thereto and to inventory in the use ordinary course of proceeds thereof, business; (c) Dispositions expressly permitted by Section 7.4; (d) (i) the sale or issuance of any Subsidiary’s Equity Interests to the Borrower or any Wholly Owned Subsidiary Guarantor and (ii) the sale or issuance of the Equity Interests of any Subsidiary of the Borrower that is not a Subsidiary Guarantor to any other Subsidiary of the Borrower that is not a Subsidiary Guarantor; (e) the sale or issuance of any Subsidiary’s Equity Interests to a Designated Holding Company; provided that (i) such Equity Interests are contributed as a capital contribution to the direct parent of such Subsidiary on the date of such sale or issuance (and, if such parent is a Wholly Owned Subsidiary such parent shall remain a Wholly Owned Subsidiary after such contribution) and (ii) no DHC Default shall have occurred and be continuing or would result therefrom; (f) the Disposition (directly or indirectly through the Disposition of 100% of the Equity Interests of a Subsidiary) of operating assets by the Borrower or any of its Subsidiaries (it being understood that all Exchange Excess Amounts shall be deemed to constitute usage of availability in respect of Dispositions pursuant to this Section 7.5(f)), provided that (i) on the date of such Disposition (the “Disposition Date”; it being understood that, with respect to a series of related Dispositions required pursuant to a plan of Dispositions contained in a single agreement, the Disposition Date shall be the date of the first such Disposition), no Default or Event of Default shall have occurred and be continuing or would result therefrom; (ii) in any fiscal year, the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal Annualized Asset Cash Flow Amount attributable to the Fair Market Value of the assets sold or otherwise being disposed of, and when added to the Annualized Asset Cash Flow Amount attributable to all other assets previously disposed of pursuant to this Section 7.5(f) in such fiscal year (but after the Original Restatement Effective Date), shall not exceed an amount equal to 25% of Annualized Operating Cash Flow for the last fiscal quarter of the immediately preceding fiscal year (calculated without regard to Section 1.2(e)); (iii) the Annualized Asset Cash Flow Amount attributable to the assets being disposed of, when added to the Annualized Asset Cash Flow Amount attributable to all other assets previously disposed of pursuant to this Section 7.5(f) during the period from the Original RestatementRefresh Effective Date to such Disposition Date, shall not exceed an amount equal to 50% of Annualized Pro Forma Operating Cash Flow determined as of such Disposition Date; (iviii) except in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00any Exchange, at least 75% of the consideration therefor received by the Borrower or proceeds of such Restricted Subsidiary, as the case may be, is Disposition shall be in the form of cash or Cash Equivalentscash; provided that and (v (provided, however, that, for the amount of: purposes of this clause (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes theretof), or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Non-Cash Consideration received by the Borrower or any Restricted Subsidiary of its Subsidiaries in such Asset Sale any Disposition pursuant to this clause (f) having an aggregate Fair Market Valuefair market value, taken together with all other Designated Noncash Non-Cash Consideration received in connection with any other Disposition pursuant to this clause (iiif) that is at that time outstanding, not to exceed the greater of $75,000,000 500,000,000 and 3.03.00% of Total Assets at the time of the receipt of such Designated Noncash Consideration, (with the Fair Market Value fair market value of each item of Designated Noncash Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall ) will be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purpose.cash); and

Disposition of Property. The Borrower will notDispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition (including, to the extent constituting a Disposition, abandonment or cancellation) of obsolete, uneconomic, surplus, used or worn out property (including Intellectual Property) in the ordinary course of business and Dispositions of unused or surplus office space; (b) the sale of inventory in the ordinary course of business; (c) Dispositions consisting of any Lien permitted by Section 7.3 (including any enforcement thereof), any Restricted Payment permitted by Section 7.6, any Investment permitted by Section 7.7, and will not permit any Disposition pursuant to any Swap Agreement permitted under Section 7.9; (d) the sale or issuance or other Disposition of any Subsidiary’s Capital Stock to the Borrower or any Subsidiary Guarantor; (e) Dispositions of equipment or real 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 reasonably promptly applied to the purchase price of such replacement property; (f) Dispositions pursuant to leases in the ordinary course of business (including the renewals of existing office leases); (g) Dispositions in the ordinary course of business of Cash Equivalents; (h) Dispositions (i) from any Loan Party to any other Loan Party and (ii) from any Restricted Subsidiary tothat is not a Loan Party to any other Restricted Subsidiary that is not a Loan Party; (i) Dispositions of Investments in joint ventures to the extent required by, directly or indirectlymade pursuant to customary buy/sell arrangements between, consummate the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (j) Dispositions of accounts receivable in connection with the collection or compromise thereof; and (k) other Dispositions (excluding Dispositions of the Subscription Access Business or any Asset Sale unless material portion or property thereof); provided that (i) such Disposition shall be for no less than the fair market value of such property at the time of such transaction and after giving effect thereto and to Disposition as determined in good faith by the use of proceeds thereof, (i) no Default shall have occurred and be continuing Borrower and (ii) the Borrower consideration for any such Disposition (or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value series of the assets sold or otherwise disposed of, and (iiirelated Dispositions) in the case excess of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, $50,000,000 consists of at least 75% cash consideration (provided that for purposes of the 75% cash consideration therefor received by requirement (A) (1) the amount of any Indebtedness of the Borrower or such any Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities Subsidiary (as reflected in the Borrower’s or shown on such Restricted Subsidiaryperson’s most recent balance sheet or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities ) that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are is assumed by the transferee of any such assets, (2) the amount of any trade-in value applied to the purchase price of any replacement assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors acquired in writing, connection with such Disposition, (ii3) any securities, notes or other similar obligations securities received by the Borrower or such the applicable Restricted Subsidiary from such transferee Disposition that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so convertedof the Cash Equivalents received) within 180 days following the closing of such Asset Sale, and the applicable Disposition shall be deemed to be cash and (iii4) any Designated Noncash Non-Cash Consideration received by the Borrower or any Restricted Subsidiary in respect of such Asset Sale Disposition having an aggregate Fair Market Valuefair market value, taken together with all other Designated Noncash Non-Cash Consideration received pursuant to this clause (iii) that is at that time outstanding4), not to exceed in excess of the greater of (x) $75,000,000 and 3.050,000,000 or (y) 2.0% of the Consolidated Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in valueBorrower, shall be deemed to be cash or and (B) Cash Equivalents for purposes of this provision and for no other purposemarketable U.S. debt securities (determined in accordance with GAAP) shall be deemed to be cash).

Disposition of Property. The Borrower will not, and will not permit any of its Restricted Subsidiary to, directly or indirectly, Subsidiaries to consummate any Asset Sale Disposition unless at the time of such transaction and after giving effect thereto and to the use of proceeds thereof, (i) no Default shall have occurred and be continuing and (iia) the Borrower or such Restricted Subsidiary, as the case may be, Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value fair market value (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors of the Borrower, of the shares and assets sold or otherwise disposed of, and (iii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect subject to such Asset Sale Disposition, (xb) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor thereof received by the Borrower or such Restricted Subsidiary, as the case may be, Subsidiary is in the form of cash or Cash Equivalents; provided that (c) an amount equal to 100% of the amount of: Net Available Cash from such Asset Disposition is applied, to the extent required, in accordance with Section 2.08(c); (id) after giving effect to such Asset Disposition, no Default or Event of Default shall exist or would result from such Asset Disposition (other than pursuant to an Asset Disposition made pursuant to a legally binding commitment entered into at the time when no Default or Event of Default existed or would have resulted from such Asset Disposition); and (e) on a pro forma basis after giving effect to such Asset Disposition and any substantially concurrent use of proceeds thereof, the Borrower shall be in compliance with the financial covenant set forth in Section 6.10 (other than an Asset Disposition made pursuant to a legally binding commitment entered into at a time when, on a pro forma basis, after giving effect to such Asset Disposition and any substantially concurrent use of proceeds thereof, the Borrower was in compliance with the financial covenant set forth in Section 6.10). For the purposes of Section 6.04, the assumption or discharge of Indebtedness of the Borrower (other than obligations in respect of Disqualified Stock of the Borrower) or any Restricted Subsidiary or other liabilities (as reflected in shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet (or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right Subsidiary) and the release of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from all liability on such transferee that are converted by the Borrower Indebtedness or from such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of other liabilities in connection with such Asset SaleDisposition (in which case, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary such Person shall, without further action, be deemed to have applied such deemed cash to Indebtedness in such Asset Sale having an aggregate Fair Market Value, taken together accordance with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in valueSection 2.08(c)), shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposeEquivalents.

Disposition of Property. The Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsolete or worn out property in the ordinary course of business; (b) the sale of inventory in the ordinary course of business; (c) Dispositions permitted by clause (i) of Section 7.4(b); (d) the Disposition of any asset (i) of the Parent Borrower will not, and will not permit or any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless at the time of such transaction and after giving effect thereto and to the use Parent Borrower or any Wholly Owned Subsidiary Guarantor, (ii) of proceeds thereofany Restricted Subsidiary that is not a Wholly Owned Subsidiary Guarantor to a Subsidiary Guarantor, (iii) solely among Restricted Subsidiaries that are not Loan Parties, (iv) of a Restricted Subsidiary that is not a Loan Party to a Loan Party, (v) solely among Loan Parties (other than a Borrower) that are not Wholly Owned Subsidiary Guarantors, (vi) solely among Foreign Subsidiaries and (vii) of the Parent Borrower or any Restricted Subsidiary to the Parent Borrower or any Restricted Subsidiary in any IP Reorganization Transaction permitted by Section 7.17; (e) the sale or issuance of (i) no Default shall have occurred and be continuing and any Restricted Subsidiary’s Capital Stock to the Parent Borrower or any Wholly Owned Subsidiary Guarantor, (ii) the any Foreign Subsidiary’s Capital Stock to any Additional Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed of, other Foreign Subsidiary and (iii) any Permitted Joint Venture’s Capital Stock in connection with the case formation of such Permitted Joint Venture or pursuant to the organizational documents of such Permitted Joint Venture; (f) any Disposition of an Asset Sale other than an Asset interest in accounts or notes receivable and related assets as part of a Qualified Receivables Transaction; (g) any Lien permitted under Section 7.3, any merger, consolidation, liquidation or dissolution permitted under Section 7.4, any Restricted Payment permitted under Section 7.6 and any Investment permitted under Section 7.7; (h) any Disposition pursuant to any Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of:Agreement permitted hereunder; (i) any liabilities Disposition of accounts receivable (and rights ancillary thereto) of Restricted Subsidiaries pursuant to, and in accordance with the terms of, the factoring agreement pursuant to which the Factoring Indebtedness referred to in Section 7.2(h) is incurred; (j) any (i) Disposition pursuant to any non-exclusive license of Intellectual Property, (ii) any exclusive license of Intellectual Property entered into in the ordinary course of business of 112 the applicable Group Member and (iii) any exclusive license of Intellectual Property that does not materially interfere with the business and operations of the Parent Borrower and its Restricted Subsidiaries in the reasonable judgment of the Parent Borrower; (k) dispositions of accounts receivable and other rights to payment principally for collection purposes; and (l) the Disposition of other property having a fair market value not to exceed the greater of $170,000,000 and 7.5% of Consolidated Total Assets of the Parent Borrower and its Subsidiaries at such date in the aggregate for any fiscal year of the Parent Borrower; provided that (i) the consideration for any such Disposition (or series of related Dispositions) in excess of $40,000,000 consists of at least 75% cash consideration (provided that for purposes of the 75% cash consideration requirement (A) (1) the amount of any Indebtedness of the Parent Borrower or any Restricted Subsidiary (as reflected in the Borrower’s or shown on such Restricted Subsidiaryperson’s most recent balance sheet or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities ) that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are is assumed by the transferee of any such assets and for which assets, (2) the Borrower and all amount of its Restricted Subsidiaries have been validly released by all creditors any trade-in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (value applied to the extent so converted) within 180 days following the closing purchase price of any replacement assets acquired in connection with such Asset Sale, and Disposition and (iii3) any Designated Noncash Non-Cash Consideration received by the Borrower or any Restricted Subsidiary in respect of such Asset Sale Disposition having an aggregate Fair Market Valuefair market value, taken together with all other Designated Noncash Non-Cash Consideration received pursuant to this clause (iii) that is at that time outstanding3), not to exceed the greater in excess of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration40,000,000, with the Fair Market Value of in each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, case shall be deemed to be cash or and (B) Cash Equivalents for purposes and marketable U.S. debt securities (determined in accordance with GAAP) shall be deemed to be cash), (ii) no Event of this provision Default then exists or would result therefrom and for no other purpose(iii) the Net Cash Proceeds thereof are applied in accordance with Section 2.12(b).

Disposition of Property. The Borrower will notDispose of any of its property, and will not permit whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary toSubsidiary, directly issue or indirectly, consummate sell any Asset Sale unless at the time shares of such transaction and after giving effect thereto and Subsidiary’s Capital Stock to any Person, except: (a) the use Disposition of proceeds thereofobsolete, damaged or worn out property in the ordinary course of business; (b) the sale of inventory in the ordinary course of business; (c) Dispositions permitted by clause (i) of Section 6.4(b); (d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary Guarantor; (e) the non-exclusive licensing of Intellectual Property in the ordinary course of business; (f) a Disposition of cash or Cash Equivalents; (g) the sale, lease, transfer or other disposition of accounts in the ordinary course of business for collection and not for financing purposes; (h) leases, subleases, licenses or sublicenses of property in the ordinary course of business which do not materially interfere with the business of the Borrower and its Subsidiaries taken as a whole; (i) transfers of property subject to any casualty or other insured damage or any taking under power of eminent domain or by condemnation or any similar proceedings; (j) the discount or other compromise for less than the face value thereof, notes or accounts receivable in order to resolve disputes that occur in the ordinary course of business; (k) Dispositions of Property from the Borrower to any Subsidiary Guarantor, and from a Subsidiary to the Borrower or a Subsidiary Guarantor; (l) issuance and sale or disposition by any Subsidiary of its shares of Capital Stock to directors or members of a governing body similar to a board of directors in order to qualify such directors or members to serve as such under applicable law; (m) the sale of vehicles in the ordinary course of business; and (n) so long as no Event of Default shall have occurred and be continuing and (ii) the Borrower continuing, or would result from such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed of, and (iii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment DateDisposition, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% Disposition of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale property having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, a fair market value not to exceed $5,000,000 in the greater of $75,000,000 and 3.0% of Total Assets at the time aggregate for any fiscal year of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposeBorrower.

Disposition of Property. The Borrower will notDispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any Equity Interests to any Person, except: (a) the Disposition of obsolete, surplus or worn out property in the ordinary course of business; (b) Dispositions of cash and Cash Equivalents, and will not permit any Restricted Subsidiary tothe sale of inventory in the ordinary course of business; (c) Dispositions expressly permitted by Section 7.3, directly or indirectly7.4, consummate any Asset Sale unless at the time of such transaction 7.6 and after giving effect thereto and to the use of proceeds thereof, 7.7; (d) (i) the sale or issuance of any Subsidiary’s Equity Interests to the Borrower or any Wholly Owned Subsidiary Guarantor and (ii) the sale or issuance of the Equity Interests of any Subsidiary of the Borrower that is not a Subsidiary Guarantor to any other Subsidiary of the Borrower that is not a Subsidiary Guarantor; (e) the sale or issuance of any Subsidiary’s Equity Interests to a Designated Holding Company; provided that (i) such Equity Interests are contributed as a capital contribution to the direct parent of such Subsidiary on the date of such sale or issuance (and, if such parent is a Wholly Owned Subsidiary such parent shall remain a Wholly Owned Subsidiary after such contribution) and (ii) no DHC Default shall have occurred and be continuing or would result therefrom; (f) the Disposition (directly or indirectly through the Disposition of 100% of the Equity Interests of a Subsidiary) of assets by the Borrower or any of its Subsidiaries (it being understood that all Exchange Excess Amounts shall be deemed to constitute usage of availability in respect of Dispositions pursuant to this Section 7.5(f)), provided that (i) on the date of such Disposition (the “Disposition Date”; it being understood that, with respect to a series of related Dispositions required pursuant to a plan of Dispositions contained in a single agreement, the Disposition Date shall be the date of the first such Disposition), no Default or Event of Default shall have occurred and be continuing or would result therefrom; (ii) the Borrower or all such Restricted Subsidiary, as the case may be, receives consideration at least Dispositions pursuant to this clause (f) shall not exceed an amount equal to the Fair Market Value 50% of Total Assets as of the assets sold or otherwise disposed of, and last day of the Test Period then most recently ended; (iii) except in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00any Exchange, at least 75% of the consideration therefor received by the Borrower or proceeds of such Restricted Subsidiary, as the case may be, is Disposition shall be in the form of cash or Cash Equivalents; provided that (provided, however, that, for the amount of: purposes of this clause (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes theretof), or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Non-Cash Consideration received by the Borrower or any Restricted Subsidiary of its Subsidiaries in such Asset Sale any Disposition pursuant to this clause (f) having an aggregate Fair Market Valuefair market value, taken together with all other Designated Noncash Non-Cash Consideration received in connection with any other Disposition pursuant to this clause (iiif) that is at that time outstanding, not to exceed the greater of $75,000,000 2,000,000,000 and 3.03.00% of Total Assets at the time of the receipt of such Designated Noncash Consideration, (with the Fair Market Value fair market value of each item of Designated Noncash Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall ) will be deemed to be cash); and (iv) the Net Cash Proceeds of such Disposition shall be applied to prepay the Term Loans to the extent required by Section 2.9(a); (g) any Exchange by the Borrower and its Subsidiaries; provided that (i) on the relevant Exchange Date, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (ii) in the event that the Annualized Asset Cash Flow Amount attributable to the assets being Exchanged exceeds the annualized asset cash or flow amount (determined in a manner comparable to the manner in which Annualized Asset Cash Equivalents for purposes Flow Amounts are determined hereunder) of this provision and for no other purpose.the assets received in connection with such Exchange -105-

Disposition of Property. The Borrower will notDispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any Equity Interests to any Person, except: (a) the Disposition of obsolete, surplus or worn out property in the ordinary course of business; (b) Dispositions of cash and Cash Equivalents, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless at the time sale of such transaction and after giving effect thereto and to inventory in the use ordinary course of proceeds thereof, business; (c) Dispositions expressly permitted by Section 7.4; (d) (i) the sale or issuance of any Subsidiary’s Equity Interests to the Borrower or any Wholly Owned Subsidiary Guarantor and (ii) the sale or issuance of the Equity Interests of any Subsidiary of the Borrower that is not a Subsidiary Guarantor to any other Subsidiary of the Borrower that is not a Subsidiary Guarantor; (e) the sale or issuance of any Subsidiary’s Equity Interests to a Designated Holding Company; provided that (i) such Equity Interests are contributed as a capital contribution to the direct parent of such Subsidiary on the date of such sale or issuance (and, if such parent is a Wholly Owned Subsidiary such parent shall remain a Wholly Owned Subsidiary after such contribution) and (ii) no DHC Default shall have occurred and be continuing or would result therefrom; (f) the Disposition (directly or indirectly through the Disposition of 100% of the Equity Interests of a Subsidiary) of operating assets by the Borrower or any of its Subsidiaries (it being understood that all Exchange Excess Amounts shall be deemed to constitute usage of availability in respect of Dispositions pursuant to this Section 7.5(f)), provided that (i) on the date of such Disposition (the “Disposition Date”; it being understood that, with respect to a series of related Dispositions required pursuant to a plan of Dispositions contained in a single agreement, the Disposition Date shall be the date of the first such Disposition), no Default or Event of Default shall have occurred and be continuing or would result therefrom; (ii) in any fiscal year, the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal Annualized Asset Cash Flow Amount attributable to the Fair Market Value of the assets sold or otherwise being disposed of, and when added to the Annualized Asset Cash Flow Amount attributable to all other assets previously disposed of pursuant to this Section 7.5(f) in such fiscal year (but after the Restatement Effective Date), shall not exceed an amount equal to 25% of Annualized Operating Cash Flow for the last fiscal quarter of the immediately preceding fiscal year (calculated without regard to Section 1.2(e)); (iii) the Annualized Asset Cash Flow Amount attributable to the assets being disposed of, when added to the Annualized Asset Cash Flow Amount attributable to all other assets previously disposed of pursuant to this Section 7.5(f) during the period from the Restatement Effective Date to such Disposition Date, shall not exceed an amount equal to 50% of Annualized Pro Forma Operating Cash Flow determined as of such Disposition Date; (iv) except in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00any Exchange, at least 75% of the consideration therefor received by the Borrower or proceeds of such Restricted Subsidiary, as the case may be, is Disposition shall be in the form of cash or cash; and (v) the Net Cash EquivalentsProceeds of such Disposition shall be applied to prepay the Term Loans to the extent required by Section 2.9(a); (g) any Exchange by the Borrower and its Subsidiaries; provided that (i) on the relevant Exchange Date, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (ii) in the event that the Annualized Asset Cash Flow Amount attributable to the assets being Exchanged exceeds the annualized asset cash flow amount of:(determined in a manner comparable to the manner in which Annualized Asset Cash Flow Amounts are determined hereunder) of the assets received in connection with such Exchange (such excess amount, an “Exchange Excess Amount”), then, the Disposition of such Exchange Excess Amount shall be permitted by clauses (ii) and (iii) of Section 7.5(f); and (iii) the Net Cash Proceeds of such Exchange, if any, shall be applied to prepay the Term Loans to the extent required by Section 2.9(a); (h) Dispositions by the Borrower and its Subsidiaries of property acquired after the Restatement Effective Date (other than property acquired in connection with Exchanges of property owned on the Restatement Effective Date), so long as (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (ii) a definitive agreement to consummate such Disposition is executed no later than twelve months after the date on which relevant property is acquired and (iii) such Disposition is consummated within eighteen months after the date on which the relevant property is acquired; (i) any liabilities (Dispositions definitively agreed to as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that Restatement Effective Date and which are listed on Schedule 7.5(i); (j) the Disposition by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all its Subsidiaries of its Restricted Subsidiaries other property having a fair market value not to exceed $10,000,000 in the aggregate for any fiscal year of the Borrower; and (k) Dispositions of Investments permitted by Section 7.7(h); provided that (i) no Default or Event of Default shall have been validly released by all creditors in writing, occurred and be continuing or would result therefrom and (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee Disposition is made for fair market value. It is understood that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (this Section 7.5 does not apply to the extent so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower sale or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time issuance of the receipt Equity Interests of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposeBorrower.

Disposition of Property. The Borrower will notDispose of any of its property, and will not permit whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary toSubsidiary, directly issue or indirectly, consummate sell any Asset Sale unless at the time shares of such transaction and after giving effect thereto and Subsidiary’s Capital Stock to any Person, except: (a) the use Disposition of proceeds thereofobsolete or worn out property in the ordinary course of business; (b) the sale of inventory in the ordinary course of business; (c) Dispositions permitted by Section 8.4(b); (d) subject to Section 8.7, (i) no Default shall have occurred and be continuing the sale or issuance of the Capital Stock of any Subsidiary of the U.S. Borrower to the U.S. Borrower or any Subsidiary Guarantor and (ii) the sale or issuance of the Capital Stock of any Subsidiary of the U.S. Borrower or such Restricted Subsidiary, as that is not a Subsidiary Guarantor to any other Subsidiary of the case may be, receives consideration at least equal to the Fair Market Value U.S. Borrower that is not a Subsidiary Guarantor; (e) any Disposition (other than a Disposition of all of the assets sold or otherwise disposed ofof Cedar Fair LP and its Subsidiaries, and taken as a whole); provided that (iiii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale Disposition and any required prepayment, if any, of theany Term Loans pursuant to Section 4.2(c)in connection therewith, Cedar Fair LP shall be in compliance, on a Pro Forma Basis, with the covenant set forth in Section 8.1 (xaregardless of whether it is otherwise required to be tested at such time) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (yii) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by in respect of such Disposition is cash; provided, however, that for the Borrower or such Restricted Subsidiarypurposes of this clause (e), as each of the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: following shall be deemed to be cash: (iA) any liabilities (as reflected in shown on the U.S. Borrower’s or such Restricted Subsidiary’s most recent consolidated balance sheet provided hereunder or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the U.S. Borrower or such Restricted Subsidiary a Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the Loanspayment in cash of the Obligations, that are assumed by the transferee of any such assets with respect to the applicable Disposition and for which the U.S. Borrower and all of its Restricted the Subsidiaries shall have been validly released by all applicable creditors in writing, , (iiB) any securities, notes or other similar obligations securities received by the U.S. Borrower or such Restricted any Subsidiary from such transferee that are converted by the U.S. Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so convertedof the cash received) within 180 days following the closing of such Asset Sale, and the applicable Disposition and (iiiC) any Designated Noncash Non-Cash Consideration received by the U.S. Borrower or any Restricted such Subsidiary in from such Asset Sale transferee having an aggregate Fair Market Valuefair market value, taken together with all other Designated Noncash Non-Cash Consideration received pursuant to this clause subclause (iiiC) that is at that time outstanding, not to exceed in excess of the greater of $75,000,000 and 3.0(x) 2% of Total Assets at (measured as of the time of the receipt of such Designated Noncash Non-Cash Consideration) and (y) $25,000,000, with the Fair Market Value fair market value of each item of Designated Noncash Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash consideration; and (f) any exchange of assets for services and/or other assets of comparable or Cash Equivalents for purposes greater value; provided that (i) at least 90% of the consideration received by the transferor consists of assets that will be used in a business or business activity permitted hereunder, (ii) the fair market value (as determined in good faith by the U.S. Borrower) of all assets Disposed of pursuant to this provision clause (f) shall not exceed 10.015.0% of Total Assets (measured at the time of each such Disposition) in the aggregate in any fiscal year of the Borrowers and for (iii) no other purposeDefault or Event of Default exists or would result therefrom.

Disposition of Property. The Borrower Each of the Loan Parties (other than ------------------------ Holdings) and the Supremex Loan Parties (other than Holdings) will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, directly sell, lease, assign, transfer or indirectlyotherwise dispose of any of its Property, consummate except: (a) dispositions of Inventory in the ordinary course of business; (b) Asset Dispositions (other than Consolidation Asset Dispositions) by the Borrower and its Subsidiaries to Persons other than the Borrower and its Subsidiaries if each of the following conditions have been satisfied: (i) the Net Proceeds from any single Asset Sale unless Disposition or series of related Asset Dispositions in any fiscal year of the Borrower do not exceed $7,500,000 and the cumulative Net Proceeds from all Asset Dispositions do not exceed $25,000,000 and, with respect to Asset Dispositions by Supremex and its Subsidiaries, the Net Proceeds from any such single Asset Disposition or series of such related Asset Dispositions in any fiscal year of Supremex do not exceed Cdn. $1,500,000 and 100 the cumulative Net Proceeds from all such Asset Dispositions do not exceed Cdn. $7,000,000, (ii) the consideration received by the Borrower or its Subsidiaries is at least equal to the fair market value of such assets (as set forth in a certificate satisfactory in form and substance to, and delivered to, the Agent and the Supremex Agent and signed by a Responsible Officer of the Borrower), (iii) the sole consideration received is cash payable at the closing, and (iv) no Default exists at the time of or will result from such Asset Disposition; (c) Consolidation Asset Dispositions by the Borrower if the following conditions have been satisfied: (i) the consideration received by the Borrower is reasonably equivalent to the fair market value of such assets (as set forth in a certificate satisfactory in form and substance to, and delivered to, the Agent and signed by a Responsible Officer of the Borrower) and (ii) no Default exists at the time of or will result from such Asset Disposition; (d) Asset Dispositions (other than Consolidation Asset Dispositions) by the Borrower and its Subsidiaries (other than MTRC) to the Borrower or any Wholly-Owned Subsidiary of the Borrower other than an Unrestricted Subsidiary and other than MTRC if each of the following conditions have been satisfied: (i) the aggregate fair market value of the assets sold, disposed of or otherwise transferred by the Borrower and its Subsidiaries and transferred to a Subsidiary of the Borrower shall not exceed $15,000,000 in aggregate amount during any fiscal year exclusive of the Reorganization Transaction, and, with respect to assets sold, disposed of or otherwise transferred by Supremex and its Subsidiaries, the aggregate fair market value of such assets sold, disposed of or otherwise transferred to a Subsidiary of Supremex shall not exceed Cdn. $3,000,000 in aggregate amount during any fiscal year, (ii) the assets sold, disposed of or otherwise transferred shall continue to be subject to a perfected, first priority Lien (except for Permitted Liens, if any, which are expressly permitted by the Loan Documents to have priority over the Liens in favor of the Agent) in favor of the Agent and the Lenders, and (iii) no Default exists at the time of or will result from such Asset Disposition; (e) transfers of assets by Wisco to Wisco III pursuant to the Reorganization Transaction, if each of the representations and warranties set forth in Section 7.25(c) are true and correct; --------------- (f) dispositions of Property no longer used or useful in the ordinary course of business; and (g) transfers of Receivables by the Borrower and its Subsidiaries to MTRC in accordance with the terms and provisions of the Accounts Receivable Securitization Facility Documents; provided, however, that (i) no Asset Dispositions may be made by any Loan -------- ------- Party or Supremex Loan Party or its Subsidiary pursuant to clause (d) ---------- preceding if a Default or a "Default" (as defined in the Supremex Credit Agreement) exists at the time of such transaction and after giving effect thereto and to the use of proceeds thereofproposed Asset Disposition or would result therefrom, (i) no Default shall have occurred and be continuing and (ii) the Borrower or such Restricted Subsidiary, as the case no transfers of Receivables may be, receives consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed of, and (iii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received be made by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received of its Subsidiaries 101 pursuant to this clause (iiig) that is at that time outstanding, not to exceed preceding if an Event of Default or an "Event of Default" ------ (as defined in the greater of $75,000,000 and 3.0% of Total Assets Supremex Credit Agreement) exists at the time of such proposed transfer or would result therefrom, (iii) no Asset Disposition that results in any mandatory prepayment pursuant to Section 2.7(c) may be made by -------------- any Loan Party or Supremex Loan Party or its Subsidiary unless such mandatory prepayment is fully and timely made in accordance with Section 2.7, and (iv) ----------- with respect to any disposition of Collateral authorized and made in compliance with this Section 9.8 (other than Section 9.8(g)), the receipt Liens in favor of the ----------- -------------- Agent shall continue in all proceeds of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposeCollateral.

Disposition of Property. The Borrower will notDispose of any of its property, whether now owned or hereafter acquired, except the following (each, a “Permitted Disposition”): (i) Dispositions of obsolete or worn out property in the ordinary course of business, and will (ii) Dispositions of property by a Group Member (or a related series of Dispositions) that in each case yield gross proceeds to any Group Member (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) not permit in excess of $500,000; (b) Dispositions of Inventory or domain names or any Restricted property incidental to the ownership of Inventory or domain names, in each case, in the ordinary course of business; (c) Dispositions permitted by clause (i) of Section 7.4(b) or Section 7.4(c); (d) (i) the sale of the Capital Stock of any Subsidiary, which is not a Guarantor and the Capital Stock of which is not pledged to Lender, to any other Subsidiary toof the Borrowers, directly and (ii) the sale of the Capital Stock of any Subsidiary, which is not a Guarantor, but which Capital Stock is pledged to Lender, to any other Wholly Owned Subsidiary so long as such Capital Stock remains pledged to Lender and such Wholly Owned subsidiaries are both Foreign Subsidiaries or indirectlyDomestic Subsidiaries, consummate as the case may be; (e) the sale of the Capital Stock of any Asset Sale unless Subsidiary of a Borrower to another Borrower or to any Wholly Owned Guarantor, provided, that the Capital Stock of any U.S. Borrower or Domestic Subsidiary shall not be transferred to any Non-U.S. Borrower; (f) Dispositions of other property having a fair market value not to exceed $5,000,000 in the aggregate, provided that at the time of any such transaction and after giving effect thereto and to the use Disposition, no Event of proceeds thereof, (i) no Default shall have occurred and be continuing and or would result from such Disposition; (iig) the Borrower use or such Restricted Subsidiarytransfer of money or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents; (h) the licensing of patents, as the case may betrademarks, receives consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed ofcopyrights, and (iii) other Intellectual Property rights, in each case, in the case ordinary course of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of:business; (i) Dispositions of property subject to a Casualty Event or Involuntary Disposition; (j) leases or subleases of real property; (k) any liabilities abandonment, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes rights relating thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower Borrowers or such Restricted Subsidiary other than liabilities any of its Subsidiaries that are by their terms subordinated the Borrowers determine in right good faith is desirable in the conduct of payment the business and not materially disadvantageous to the Loans, that are assumed by interests of Lender or the transferee value of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing,Collateral; (iil) any securitiesDispositions of applications for, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (operator rights to, new gTLD registries prior to the extent so converted) within 180 days following the closing of first date that domain names are registered to such Asset Sale, registries; and (iiim) Dispositions constituting Sale Leaseback Transactions in connection with the incurrence of Indebtedness secured by a Lien permitted by Section 7.3(g); provided, however, that any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received Disposition made pursuant to clauses (b), (c), (f), (h), (j), and (l) of this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, Section 7.5 shall be deemed to be cash or Cash Equivalents made for purposes of this provision and for no other purposefair value.

Disposition of Property. The Borrower will notDispose of any of its property, and will not permit whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary toSubsidiary, directly issue or indirectly, consummate sell any Asset Sale unless at the time shares of such transaction Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsolete or worn out property in the ordinary course of business; (b) the sale of inventory and after giving effect thereto other assets (including securities and to derivatives) in the use ordinary course of proceeds thereof, business; (c) Dispositions permitted by clause (i) no of Section 6.3(b); (d) the sale or issuance of the Capital Stock of any Subsidiary of the Guarantor (other than the Borrower) to any Group Member; (i) the sale by any Loan Party of its property or assets to another Loan Party, (ii) the sale by any Subsidiary of the Guarantor (other than the Borrower) of its property or assets to another Group Member; (f) any Restricted Payment or Investment that is permitted to be made, and is made, under Section 6.5 or 6.7, respectively; (g) the lease, assignment or sublease of any real or personal property in the ordinary course of business; (h) sales or grants of licenses or sublicenses to use the Guarantor’s or any of its Subsidiaries’ trademarks, patents, trade secrets, know-how or other intellectual property and technology to the extent that such sale, license or sublicense does not prohibit the licensor from using such trademark, patent, trade secret, know-how, technology or other intellectual property and is in the ordinary course of business; (i) the sale by the Guarantor or any of its Subsidiaries of computer and other similar equipment not to exceed $30,000,000 in the aggregate; (j) any Disposition of property or issuance or sale of any shares of the Capital Stock of any Subsidiary of the Guarantor (other than the Borrower) so long as (i)no Default shall have occurred and be continuing and or would exist after giving effect thereto, (ii) the Borrower or such Restricted Subsidiary, as the case may be, receives ii)such Disposition to a Person that is not a Group Member is for consideration at least equal equivalent to the Fair Market Value fair market value of the assets sold such property or otherwise disposed of, Capital Stock and (iii) iii)the Guarantor shall be in the case of an Asset Sale other than an Asset Swap if compliance, on a pro forma basis after giving pro forma effect to such Asset Sale (x) prior to Disposition, with the Term B-1 Loan Repayment Date, covenants contained in Section 6.1 recomputed as at the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% last day of the consideration therefor received by most recently ended fiscal quarter of the Borrower or Guarantor and the Subsidiaries as if such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown Disposition had occurred on the Borrower’s or first day of each relevant period for testing such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, compliance; and (iiik) the Disposition of any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary property in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time a Sale/Leaseback Transaction within six months of the receipt acquisition of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposeproperty.

Disposition of Property. The Borrower will notDispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any Equity Interests to any Person, except: (a) the Disposition of obsolete, surplus or worn out property in the ordinary course of business; (b) Dispositions of cash and Cash Equivalents, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless at the time sale of such transaction and after giving effect thereto and to inventory in the use ordinary course of proceeds thereof, business; (c) Dispositions expressly permitted by Section 7.4; (d) (i) the sale or issuance of any Subsidiary’s Equity Interests to the Borrower or any Wholly Owned Subsidiary Guarantor and (ii) the sale or issuance of the Equity Interests of any Subsidiary of the Borrower that is not a Subsidiary Guarantor to any other Subsidiary of the Borrower that is not a Subsidiary Guarantor; (e) the sale or issuance of any Subsidiary’s Equity Interests to a Designated Holding Company; provided that (i) such Equity Interests are contributed as a capital contribution to the direct parent of such Subsidiary on the date of such sale or issuance (and, if such parent is a Wholly Owned Subsidiary such parent shall remain a Wholly Owned Subsidiary after such contribution) and (ii) no DHC Default shall have occurred and be continuing or would result therefrom; (f) the Disposition (directly or indirectly through the Disposition of 100% of the Equity Interests of a Subsidiary) of operating assets by the Borrower or any of its Subsidiaries (it being understood that all Exchange Excess Amounts shall be deemed to constitute usage of availability in respect of Dispositions pursuant to this Section 7.5(f)), provided that (i) on the date of such Disposition (the “Disposition Date”; it being understood that, with respect to a series of re- lated Dispositions required pursuant to a plan of Dispositions contained in a single agreement, the Disposition Date shall be the date of the first such Disposition), no Default or Event of Default shall have occurred and be continuing or would result therefrom; (ii) in any fiscal year, the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal Annualized Asset Cash Flow Amount attributable to the Fair Market Value of the assets sold or otherwise being disposed of, and when added to the Annualized Asset Cash Flow Amount attributable to all other assets previously disposed of pursuant to this Section 7.5(f) in such fiscal year (but after the Original Restatement Effective Date), shall not exceed an amount equal to 25% of Annualized Operating Cash Flow for the last fiscal quarter of the immediately preceding fiscal year (calculated without regard to Section 1.2(e)); (iii) the Annualized Asset Cash Flow Amount attributable to the assets being disposed of, when added to the Annualized Asset Cash Flow Amount attributable to all other assets previously disposed of pursuant to this Section 7.5(f) during the period from the Original Restatement Effective Date to such Disposition Date, shall not exceed an amount equal to 50% of Annualized Pro Forma Operating Cash Flow determined as of such Disposition Date; (iv) except in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00any Exchange, at least 75% of the consideration therefor received by the Borrower or proceeds of such Restricted Subsidiary, as the case may be, is Disposition shall be in the form of cash or cash; and (v) the Net Cash EquivalentsProceeds of such Disposition shall be applied to prepay the Term Loans to the extent required by Section 2.9(a); (g) any Exchange by the Borrower and its Subsidiaries; provided that (i) on the relevant Exchange Date, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (ii) in the event that the Annualized Asset Cash Flow Amount attributable to the assets being Exchanged exceeds the annualized asset cash flow amount of:(determined in a manner comparable to the manner in which Annualized Asset Cash Flow Amounts are determined hereunder) of the assets received in connection with such Exchange (such excess amount, an “Exchange Excess Amount”), then, the Disposition of such Exchange Excess Amount shall be permitted by clauses (ii) and (iii) of Section 7.5(f); and (iii) the Net Cash Proceeds of such Exchange, if any, shall be applied to prepay the Term Loans to the extent required by Section 2.9(a); (h) Dispositions by the Borrower and its Subsidiaries of property acquired after the Original Restatement Effective Date (other than property acquired in connection with Exchanges of property owned on the Original Restatement Effective Date), so long as (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (ii) a definitive agreement to consummate such Disposition is executed no later than twelve months after the date on which relevant property is acquired and (iii) such Disposition is consummated within eighteen months after the date on which the relevant property is acquired; (i) any liabilities Dispositions consisting of capital contributions permitted by Section 7.7(h); (as reflected in j) the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are Disposition by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all its Subsidiaries of its Restricted Subsidiaries other property having a fair market value not to exceed $10,000,000 in the aggregate for any fiscal year of the Borrower; and (k) Dispositions of Investments permitted by Section 7.7(h); provided that (i) no Default or Event of Default shall have been validly released by all creditors in writing, occurred and be continuing or would result therefrom and (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee Disposition is made for fair market value. It is understood that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (this Section 7.5 does not apply to the extent so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower sale or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time issuance of the receipt Equity Interests of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposeBorrower.

Disposition of Property. The Borrower will notDispose of any of its property, and will not permit whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary toSubsidiary, directly issue or indirectly, consummate sell any Asset Sale unless at the time shares of such transaction and Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsolete or worn out property in the ordinary course of business; (b) the sale of inventory in the ordinary course of business; (c) Dispositions permitted by clause (i) of Section 6.4(b); (d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Subsidiary; (e) the sale of accounts receivable or contracted future accounts receivable pursuant to an accounts receivable securitization; (f) any wholly-owned Subsidiary (the “Disposing Entity”) may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to (i) the Borrower or (ii) any other wholly-owned Subsidiary of the Borrower; provided, in the case of clause (ii), that if the Disposing Entity was a Subsidiary Guarantor prior to such Disposition, the other wholly-owned Subsidiary must be a Subsidiary Guarantor after giving effect thereto and to such Disposition; (g) the use sale or other Disposition of proceeds thereof, securities held for investment purposes in the ordinary course of business; (h) Dispositions pursuant to true leases; (i) the Disposition of approximately 34 acres of undeveloped land owned by the Borrower and located in San Jose, California; and (j) the Disposition of other property in one or a series of related transactions having an aggregate fair market value not in excess of 10% of the total assets of the Borrower and its Subsidiaries at any time; provided that neither the Borrower nor any of its Subsidiaries shall make a Material Disposition unless (i) immediately before and immediately after giving pro forma effect to such Material Disposition, no Default or Event of Default shall have occurred and be continuing and (ii2) the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed of, and (iii) in the case of an Asset Sale other than an Asset Swap if immediately after giving pro forma effect to such Asset Sale (x) prior Material Disposition, the Borrower and its Subsidiaries shall be in pro forma compliance with the covenants set forth in 6.1, such compliance to be determined on the basis of the financial information most recently delivered to the Term B-1 Loan Repayment Date, Administrative Agent and the Secured Net Leverage Ratio is greater than 1.50 Lenders pursuant to 1.00 and Section 5.1(a) or (yb) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% as though such Material Disposition had been consummated as of the consideration therefor received first day of the fiscal period covered thereby and evidenced by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) a certificate from a Responsible Officer of the Borrower or demonstrating such Restricted Subsidiary other than liabilities that are by their terms subordinated compliance calculation in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposereasonable detail.

Disposition of Property. The Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsolete or worn out property in the ordinary course of business; (b) the sale of inventory in the ordinary course of business; (c) the Disposition of used equipment for value in the ordinary course of business; (d) Dispositions permitted by clause (i) or (iii) of Section 7.4(d) and Dispositions of property of the Borrower will notto Wholly Owned Subsidiary Guarantors; (e) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary Guarantor; (f) the licensing and sublicensing of technology in the ordinary course of business (including, intercompany licensing of Intellectual Property between the Borrower and will any Subsidiary and between Subsidiaries in connection with cost-sharing arrangements, distribution, marketing, make-sell or other similar arrangements, and, for the avoidance of doubt, cost-sharing arrangements shall be considered to be transactions in the ordinary course of business); (g) the sale or discount, in each case without recourse, of overdue or doubtful account receivables arising in the ordinary course of business shall be permitted but only in connection with the compromise or collection thereof; (h) the Borrower and its applicable Subsidiaries may transfer to any Subsidiary any property acquired pursuant to a Permitted Acquisition to facilitate internal reorganizations; provided the aggregate value of such property transferred to Subsidiaries which are not permit Loan Parties, together with the aggregate amount of Investments pursuant to Section 7.7(g) in assets not acquired by Loan Parties or in Capital Stock of Persons that do not become Loan Parties, shall not exceed $10,000,000; (i) leases or subleases granted in the ordinary course of business that do not interfere in any material respect with the business of the Borrower or its Subsidiaries; (j) Dispositions, to the extent constituting Liens permitted by Section 7.3, Restricted Subsidiary toPayments permitted by Section 7.6, directly Investments permitted by Section 7.7 (other than clauses (b) and (c) thereof) or indirectlytransactions permitted by Section 7.9; (k) Dispositions consisting of involuntary loss, consummate damage or destruction of property; and (l) the Disposition of other property to Persons which are not Affiliates of or affiliated with the Borrower having a fair market value not to exceed $7,500,000 in the aggregate for any Asset Sale unless fiscal year of the Borrower; provided that (i) the Borrower receives consideration at the time of such transaction and after giving effect thereto and to the use of proceeds thereof, (i) no Default shall have occurred and be continuing and (ii) the Borrower or such Restricted Subsidiary, as the case may be, receives consideration Disposition at least equal to the Fair Market Value fair market value (as determined in good faith by the Borrower) of the assets sold or otherwise property disposed of, and (iiiii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in Net Cash Proceeds resulting from such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received Disposition are reinvested pursuant to this clause the terms of a Reinvestment Notice or applied to prepay the Term Loans pursuant to Section 2.11(b) and (iiiiv) that no Default or Event of Default is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash continuing or Cash Equivalents for purposes of this provision and for no other purposewould result therefrom.

Disposition of Property. The A. Except as permitted by Section 9.4, the Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, directly sell, lease, assign, transfer or indirectlyotherwise dispose of any of its Property, consummate any except: (a) sales of assets of the closed Bellwood Health Center, the closed Palmdale Community Hospital, IV Care, Inc. and IV Care, L.P., Heartland Hospital owned by DHHS, and Physicians and Surgeons Hospital in Midland, Texas; (b) other Asset Sale unless at Dispositions by the time Borrower and its Subsidiaries to Persons other than the Borrower or its Wholly-Owned Subsidiaries or its Majority-Owned Subsidiaries (other than Excluded Subsidiaries) if each of such transaction and after giving effect thereto and to the use of proceeds thereof, following conditions have been satisfied: (i) no Default shall have occurred the aggregate fair market value of the assets sold, disposed of or otherwise transferred by the Borrower and be continuing its Subsidiaries in any twelve-month period does not exceed ten percent (10%) of the fair market value of the Consolidated Tangible Assets of the Borrower and (iiits Subsidiaries,(ii) the consideration received by the Borrower or such Restricted Subsidiary, as the case may be, receives consideration its Subsidiaries is at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed ofsuch assets, and (iii) in no Default exists at the case time of an Asset Sale other than an Asset Swap if after giving pro forma effect to or will result from such Asset Sale Disposition; (xc) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received Asset Dispositions by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent and its Subsidiaries to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Wholly-Owned Subsidiary in such Asset Sale having or Majority-Owned Subsidiary of the Borrower other than an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets Excluded Subsidiary if no Default exists at the time of or will result from such Asset Disposition; (d) the receipt sale of accounts receivable under the PHC Funding Sale Documents in an amount sufficient to derive Net Proceeds of no more than $100,000,000; (e) asset swaps as long as no more than twenty percent (20%) of the total consideration paid is in cash; (f) dispositions of Property no longer used or useful in the ordinary course of business; and (g) transfers otherwise permitted under this Agreement. B. In connection with an authorized Asset Disposition under this Section 9.12, Agent hereby agrees to release such Designated Noncash ConsiderationCollateral and, with where applicable, a Subsidiary Guarantor, as is required to effectuate the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposeauthorized Asset Disposition.

Disposition of Property. The Borrower will notDispose of any of its Property (including, receivables and will not permit leasehold interests and the Liquidation of Hedging Agreements), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary toof Borrower, directly issue or indirectly, consummate sell any Asset Sale unless at the time shares of such transaction Restricted Subsidiary’s Capital Stock (including pursuant to any merger, consolidation, restructuring, recapitalization, reorganization or amalgamation) to any Person, except: (a) Dispositions of obsolete or worn-out property in the ordinary course of business; (b) Dispositions permitted by Section 6.4(b), Investments permitted by Section 6.8 and Restricted Payments permitted by Section 6.6; (c) the sale or issuance of any Restricted Subsidiary’s Capital Stock to Borrower or any Wholly Owned Subsidiary Guarantor; (d) the sale of inventory (including Hydrocarbons sold as produced) which is sold in the ordinary course of business on ordinary trade terms; provided that no contract for the sale of Hydrocarbons shall obligate Borrower or any of its Restricted Subsidiaries to deliver Hydrocarbons at a future date without receiving full payment therefor within 90 days after giving effect thereto and delivery; (e) the issuance of Capital Stock of Borrower for cash; (f) Dispositions of claims against customers, working interest owners, other industry partners or any other Person in connection with workouts or bankruptcy, insolvency or other similar proceedings with respect thereto; (g) Dispositions of funds collected for the beneficial interest of, or of the interests owned by, royalty, overriding royalty or working interest owners; (h) abandonment of Properties not capable of producing Hydrocarbons in paying quantities after expiration of their primary terms; (i) any Casualty Recovery Event, provided that the proceeds thereof are applied as permitted under Section 2.7(c); (j) Permitted Asset Swaps; (k) Dispositions by any Loan Party to the use Borrower or any other Loan Party; (l) Dispositions of proceeds thereofcash and Cash Equivalents; (m) Dispositions of Hydrocarbon Interests and Liquidations of Additional Hedging Agreements in any 12-month period not to exceed, in the aggregate, $50,000,000; provided (i) no Default or Event of Default shall have occurred and be continuing and on the date thereof or would result therefrom, (ii) such Dispositions are for the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed of, fair market value thereof and (iii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by in such Disposition is cash and (iii) the Borrower or Net Cash Proceeds therefrom are applied as required under Section 2.7(c) and at all times prior to such Restricted Subsidiary, as the case may be, is application such proceeds held in the form of cash or Cash Equivalentsa deposit account subject to an Acceptable Security Interest; provided that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, and (iiin) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary Liquidations of Hedging Agreements in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant order to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, comply with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes proviso set forth in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposeSection 6.16(b).

Disposition of Property. The Borrower will notDispose of any of its property, and will not permit whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary toSubsidiary, directly issue or indirectly, consummate sell any Asset Sale unless at the time shares of such transaction and after giving effect thereto and Subsidiary's Capital Stock to any Person, except: (a) the use Disposition of proceeds thereof, obsolete or worn out property in the ordinary course of business; (b) the sale of inventory in the ordinary course of business; (c) Dispositions permitted by clauses (i) no Default shall have occurred and be continuing and (ii) of Section 7A.4(c); (d) the Borrower sale or such Restricted Subsidiary, as the case may be, receives consideration at least equal other Disposition of assets pursuant to the Fair Market Value Ford Transactions; (e) the sale or issuance of the assets sold or otherwise disposed of, and (iii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior any Subsidiary's Capital Stock to the Term B-1 Loan Repayment Date, Company or any Subsidiary Guarantor; (f) the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received sale by the Borrower Company or such Restricted Subsidiaryits Subsidiaries to Halla Climate Control Corporation of their ownership interests in Halla Climate Control (Dalian) Co. Ltd., as the case may beHalla Climate Control (Portugal) Ar Condicionado, is in the form of cash or Cash EquivalentsLDA, Halla Climate Control (Thailand) Company Limited, Halla Climate Control Canada Inc. and Visteon Automotive Systems India Private Limited; (g) Permitted Restructuring Transactions; provided that the amount of:aggregate consideration for all such Permitted Restructuring Transactions (other than the planned Permitted Restructuring Transaction disclosed to the Banks prior to the Original Effective Date) shall not exceed $100,000,000 after the Original Effective Date; (h) the Disposition of other property not otherwise expressly permitted by this Section having a fair market value not to exceed, together with the fair market value of any other Dispositions made concurrently with or prior to such Disposition, 10% of Consolidated Net Tangible Assets in the aggregate as of the last day of the then most recent fiscal year for which financial statements have been delivered; provided that any Dispositions of Core Assets shall not exceed $200,000,000 in the aggregate; (i) the sale of Receivables, any liabilities Related Security and the Other Securitization Assets pursuant to Permitted Receivables Financings; (as reflected in the Borrower’s j) any sale or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent disposition of assets pursuant to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, Outsourcing Initiative; and (iiik) any Designated Noncash Consideration received by Dispositions of the Borrower or any Restricted assets of the Liquidation Subsidiary in connection with the liquidation or dissolution of such Asset Sale having an aggregate Fair Market Value, taken together Liquidation Subsidiary or in connection with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time any proceeding of the receipt type described in Section 8.2 so long as the net cash proceeds of such Designated Noncash Consideration, with the Fair Market Value Disposition are used to pay liabilities of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposesuch Liquidation Subsidiary.

Disposition of Property. The Each of the Borrower and Holdings will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, consummate Dispose of any Asset Sale unless at the time of such transaction and after giving effect thereto and to the use its property (including any Capital Stock of proceeds thereof, (i) no Default shall have occurred and be continuing and (ii) the Borrower or such Restricted Subsidiaryany of its Subsidiaries), as the case may bewhether now owned or hereafter acquired, receives consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed ofor, and (iii) in the case of an Asset Sale any Subsidiary of Holdings or the Borrower, issue or sell any shares of such Subsidiary’s Capital Stock (including pursuant to any merger, consolidation, recapitalization or other transaction) to any Person, except: (a) the Disposition of obsolete or worn out property in the ordinary course of business; (b) the sale of inventory in the ordinary course of business, including, without limitation, sales to Subsidiaries; (c) Dispositions permitted by Section 6.4(ii), (iii), or (iv); (d) the sale, transfer or issuance of any Capital Stock of any Subsidiary of the Borrower (i) to the Borrower or any Wholly Owned Subsidiary Guarantor or (ii) as permitted by Section 6.4(i), (ii) or (iii); (e) the Disposition of other property (other than an Asset Swap if after giving pro forma effect to such Asset Sale Capital Stock of Merisant Company (x) prior to the Term B-1 Loan Repayment DatePermitted Merger) or any Included Subsidiary) having a Fair Market Value not to exceed $25,000,000 in the aggregate for all such Dispositions in any Fiscal Year; provided, however, that, Dispositions related to the Secured Net Leverage Ratio is greater than 1.50 Borrower’s plan known as “Project Arrow” and related restructuring, shall be permitted notwithstanding the foregoing provisions of this clause (e); (f) agreements by the Borrower or any of its Subsidiaries granting to 1.00 and (y) on any third person any right to use any trademark or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received copyright owned by the Borrower or such Restricted Subsidiary, as the case may beprovided, is however, that such agreements shall be made in the form such Loan Party’s ordinary course of cash or Cash Equivalents; provided that the amount of:business; (ig) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent Prior to the date of such balance sheetPermitted Merger, such liabilities that would have been shown on the Borrower’s issue or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of sale by the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing,Capital Stock (or capital contributions with respect thereof) to Holdings; and (iih) any securities, notes or other similar obligations received the Disposition to Sweet Simplicity JV by the Borrower or such Restricted Subsidiary from such transferee that are converted by other Subsidiaries of the Borrower of (i) Intellectual Property necessary for the manufacture, distribution and marketing of all-natural, zero or low calorie sweeteners or sweetened food products to be marketed under the Sweet Simplicity® trademark, and (ii) other property and assets related to such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary Intellectual Property in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause amount (iiivalued at cost) that is at that time outstanding, not to exceed the greater aggregate amount of $75,000,000 and 3.0% of Total Assets at Investments permitted under Section 6.8(h); provided, in either case, the time Borrower shall receive an opinion from an reputable independent third party appraiser stating that each of the receipt Borrower and/or such Subsidiaries of such Designated Noncash Consideration, with the Borrower has received Fair Market Value for the Disposition of each item of Designated Noncash Consideration being measured at the time received such Intellectual Property and/or other property and without giving effect assets contributed to subsequent changes in valueSweet Simplicity JV, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposeas applicable.

Disposition of Property. The Borrower will notDispose of any of its property, and will not permit any Restricted Subsidiary towhether now owned or hereafter acquired, directly or indirectlyor, consummate any Asset Sale unless at the time of such transaction and after giving effect thereto and to the use of proceeds thereof, (i) no Default shall have occurred and be continuing and (ii) the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed of, and (iii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to such Asset Sale any Person, except: (xa) prior to the Term B-1 Loan Repayment DateDisposition of obsolete or worn out property; (b) the sale of inventory in the ordinary course of business; (c) sales of RE/MAX Brokerage, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 LLC and (y) on its Subsidiaries and of any Excluded Foreign Subsidiaries or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% Immaterial Subsidiaries of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is their respective assets; (d) Dispositions permitted by Section 6.4(b) and Dispositions in the form of cash Investments permitted by Section 6.7; (e) the sale or Cash Equivalents; provided issuance of any Subsidiary’s Capital Stock to the Borrower or any Subsidiary Guarantor or the sale or issuance of Capital Stock of a Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor or the amount of:issuance of any qualifying shares; (f) Dispositions pursuant to sale leasebacks permitted by Section 6.10 for the aggregate consideration not exceeding $5,000,000 in the aggregate since the Closing Date; (g) [Reserved]; (h) Disposition of property by any Foreign Subsidiary to another Foreign Subsidiary and Dispositions of property by any Subsidiary that is not a Guarantor to the Borrower or any other Subsidiary; (i) any liabilities leases, subleases, licenses and sublicenses of property (as reflected including Intellectual Property) in the Borrower’s ordinary course of business; (j) the Disposition of other property or such Restricted Subsidiary’s most recent balance sheet or assets having a fair market value not to exceed $1,000,000 in the footnotes thereto, or if incurred or accrued subsequent to the date aggregate for any fiscal year of such balance sheet, such liabilities that would have been shown on the Borrower’s ; (k) Dispositions, discounts or such Restricted Subsidiary’s balance sheet forgiveness of accounts receivable in connection with the collection or compromise thereof; (l) the abandonment or other Disposition of Intellectual Property that is, in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) reasonable business judgment of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right Borrower, no longer necessary for the conduct of payment to the Loans, that are assumed by business of the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, Loan Parties taken as a whole; and (iiim) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater Dispositions of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposeEquivalents.

Disposition of Property. The Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary's Capital Stock to any Person, except: (a) the Disposition of (i) obsolete or worn out property in the ordinary course of business, (ii) equipment which the Borrower will notdetermines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and will not permit any Restricted Subsidiary to(v) within twelve months after the consummation of a Permitted Acquisition, directly or indirectly, consummate any Asset Sale unless at assets acquired in connection with such Permitted Acquisition so long as the time Borrower applies the Net Cash Proceeds of the Disposition of such transaction and after giving effect thereto and assets acquired in connection with such Permitted Acquisition to repay any outstanding Revolving Loans and/or Swingline Loans (without reduction of the use Revolving Commitments); (b) in the ordinary course of proceeds thereofbusiness, (i) no Default shall have occurred the sale of inventory and be continuing and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value conduct of the assets sold or otherwise disposed ofbusiness, and (iii) the Disposition of accounts receivable in connection with the case compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), (b) and (e); (d) the sale or issuance of any Subsidiary's Capital Stock (i) to the Borrower or any Loan Party, and (ii) to the extent such sale or issuance is an Asset Sale Investment permitted by Section 7.7(g), to any other than an Asset Swap if Subsidiary; (e) the Disposition of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving pro forma effect to such Asset Sale Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the Term B-1 Loan Repayment Datetime of such Disposition, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% consolidated tangible assets of the consideration therefor received Borrower and its Subsidiaries at the Closing Date; (f) the Disposition of Investments permitted pursuant to clauses (b), (j), (k), (l) and (m) of Section 7.7; (g) the Disposition of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10; (h) the Borrower or such Restricted Subsidiary, as the case may be, is in the form Disposition of cash or Cash Equivalentsforeign assets and Dispositions by Excluded Foreign Subsidiaries; provided that the amount of:and (i) any liabilities the Disposition of (as reflected i) surplus property in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date ordinary course of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheetbusiness and (ii) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for equipment which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors determines in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that good faith is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposeuneconomic.

Disposition of Property. The Borrower will notDispose of any of its property, and will not permit any Restricted Subsidiary towhether now owned or hereafter acquired, directly or indirectlyor, consummate any Asset Sale unless at the time of such transaction and after giving effect thereto and to the use of proceeds thereof, (i) no Default shall have occurred and be continuing and (ii) the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed of, and (iii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to such Asset Sale any Person, except: (xa) prior the Disposition of obsolete or worn out property; (b) the sale of inventory in the ordinary course of business; (c) sales of RE/MAX Brokerage, LLC and its subsidiaries and of any Excluded Foreign Subsidiaries, Immaterial Subsidiaries or Unrestricted Subsidiaries of the Borrower or their respective assets; (d) Dispositions permitted by Section 7.4(b) and Dispositions in the form of Investments permitted by Section 7.7; (e) the sale or issuance of any Subsidiary’s Capital Stock to the Term B-1 Borrower or any Subsidiary Guarantor or the sale or issuance of Capital Stock of a Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor or the issuance of any qualifying shares; (f) Disposition of property by any Foreign Subsidiary to another Foreign Subsidiary and Dispositions of property by any Subsidiary that is not a Guarantor to the Borrower or any other Subsidiary; (g) Leases, subleases, licenses and sublicenses of property (including Intellectual Property) in the ordinary course of business; (h) Dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof; (i) the abandonment, expiration or other Disposition of Intellectual Property that is, in the reasonable business judgment of the Borrower, no longer necessary for the conduct of the business of the Loan Repayment DateParties taken as a whole; (j) Dispositions of Cash Equivalents; (k) the issuance or sale by a Subsidiary of any shares of such Subsidiary’s Capital Stock pursuant to a transaction permitted under Section 7.7; and (l) Dispositions of property made for fair market value; provided that with respect to any Disposition pursuant to this clause (l) for a purchase price in excess of $5,000,000 for any transaction or series of related transactions, the Secured Net Leverage Ratio is greater Parent, Borrower and/or a Subsidiary shall receive not less than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the such consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposeDisposition.

Disposition of Property. The Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsolete or worn out property in the ordinary course of business; (b) the sale of inventory in the ordinary course of business; (c) Dispositions permitted by clause (i) of Section 7.4(b); (d) the Disposition of any asset (i) of the Parent Borrower will not, and will not permit or any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless at the time of such transaction and after giving effect thereto and to the use Parent Borrower or any Wholly Owned Subsidiary Guarantor, (ii) of proceeds thereofany Restricted Subsidiary that is not a Wholly Owned Subsidiary Guarantor to a Subsidiary Guarantor, (iii) solely among Restricted Subsidiaries that are not Loan Parties, (iv) of a Restricted Subsidiary that is not a Loan Party to a Loan Party, (v) solely among Loan Parties (other than a Borrower) that are not Wholly Owned Subsidiary Guarantors, (vi) solely among Foreign Subsidiaries and (vii) of the Parent Borrower or any Restricted Subsidiary to the Parent Borrower or any Restricted Subsidiary in any IP Reorganization Transaction; (e) the sale or issuance of (i) no Default shall have occurred and be continuing any Restricted Subsidiary’s Capital Stock to the Parent Borrower or any Wholly Owned Subsidiary Guarantor and (ii) the any Foreign Subsidiary’s Capital Stock to any Additional Borrower or such Restricted other Foreign Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed of, and ; (iiif) in the case any Disposition of an Asset Sale other than an Asset interest in accounts or notes receivable and related assets as part of a Qualified Receivables Transaction; (g) any Lien permitted under Section 7.3, any merger, consolidation, liquidation or dissolution permitted under Section 7.4, any Restricted Payment permitted under Section 7.6 and any Investment permitted under Section 7.7; (h) any Disposition pursuant to any Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of:Agreement permitted hereunder; (i) any liabilities Disposition of accounts receivable (and rights ancillary thereto) of Restricted Subsidiaries pursuant to, and in accordance with the terms of, the factoring agreement pursuant to which the Factoring Indebtedness referred to in Section 7.2(h) is incurred; (j) any (i) Disposition pursuant to any non-exclusive license of Intellectual Property and (ii) any exclusive license of Intellectual Property entered into in the ordinary course of business of the applicable Group Member; (k) dispositions of accounts receivable and other rights to payment principally for collection purposes; and (l) the Disposition of other property having a fair market value not to exceed 10% of Consolidated Tangible Assets in the aggregate for any fiscal year of the Parent Borrower; provided that (i) the consideration for any such Disposition (or series of related Dispositions) in excess of $40,000,000 consists of at least 75% cash consideration (provided that for purposes of the 75% cash consideration requirement (A) (1) the amount of any Indebtedness of the Parent Borrower or any Restricted Subsidiary (as reflected in the Borrower’s or shown on such Restricted Subsidiaryperson’s most recent balance sheet or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities ) that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are is assumed by the transferee of any such assets and for which assets, (2) the Borrower and all amount of its Restricted Subsidiaries have been validly released by all creditors any trade-in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (value applied to the extent so converted) within 180 days following the closing purchase price of any replacement assets acquired in connection with such Asset Sale, and Disposition and (iii3) any Designated Noncash Non-Cash Consideration received by the Borrower or any Restricted Subsidiary in respect of such Asset Sale Disposition having an aggregate Fair Market Valuefair market value, taken together with all other Designated Noncash Non-Cash Consideration received pursuant to this clause (iii) that is at that time outstanding3), not to exceed the greater in excess of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration40,000,000, with the Fair Market Value of in each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, case shall be deemed to be cash or and (B) Cash Equivalents for purposes and marketable U.S. debt securities (determined in accordance with GAAP) shall be deemed to be cash), (ii) no Event of this provision Default then exists or would result therefrom and for no other purpose(iii) the Net Cash Proceeds thereof are applied in accordance with Section 2.12(b).

Disposition of Property. The Borrower will notDispose of any of its property, and will not permit whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary toSubsidiary, directly issue or indirectly, consummate sell any Asset Sale unless at the time shares of such transaction and after giving effect thereto and Subsidiary’s Capital Stock to any Person, except: (a) the use Disposition of proceeds thereofobsolete, worn out, surplus, unnecessary or unused property in the ordinary course of business; (b) the Disposition of inventory in the ordinary course of business; (c) Dispositions permitted by clause (i) no Default shall have occurred and be continuing of Section 6.3(b); (d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or to a Wholly Owned Subsidiary of the Borrower; (e) the Disposition (i) of the Capital Stock of Westar Industries and (ii) by Westar Industries of its property; (f) the Disposition of accounts receivable, including any Disposition of insured receivables to the relevant insurer, as contemplated by the terms of the instruments governing the Accounts Receivable Financing and of accounts receivable, contracts and/or other property, assets or rights that give rise to accounts receivable of the Borrower or any Subsidiary or similar rights of the Borrower or any Subsidiary to receive cash over a period of time, any equity interest in any entity formed to hold such Restricted Subsidiaryproperty, assets or rights, any reserve account established in connection therewith and the proceeds of any of the foregoing to third parties on arm’s length terms and conditions; (g) the Disposition of property set forth on Schedule 6.4(g); (h) the Disposition not otherwise permitted by this Section 6.4 (the “Applicable Disposition”) of other property the fair market value of which, when aggregated with the fair market value of all Dispositions of property made since the Closing Date in reliance of this Section 6.4(h), does not exceed 25% of the sum of (i) total assets less goodwill of the Borrower and its consolidated Subsidiaries (calculated without giving effect to (A) Westar Industries and its Subsidiaries, (B) Westar Resources (Bermuda), Ltd. and its Subsidiaries and (C) the Borrower’s interest in Guardian International, Inc.) as reflected on the case may be, receives consideration at least equal financial statements of the Borrower delivered pursuant to Section 4.1(b) and (ii) any additions to the Fair Market Value property, plant and equipment of the assets sold Borrower and its consolidated Subsidiaries made after the Closing Date but on or otherwise disposed of, and (iii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% date of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash EquivalentsApplicable Disposition; provided that the amount of:fair market value of any Disposition made pursuant to this Section 6.4(h) shall be determined as of the time such Disposition is made; (i) any liabilities Dispositions pursuant to Requirements of Law; and (as reflected j) the Disposition of rail cars or other rolling stock, pollution control equipment or other environmental-related property or assets in the Borrower’s connection with a sale-leaseback or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities other transaction that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of permits the Borrower or its Subsidiaries the continued right to use such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such property or assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposeleast ten years.

Disposition of Property. The Borrower will notDispose of any of its Property (including, receivables and will not permit leasehold interests and the Liquidation of Hedging Agreements), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary toof Borrower, directly issue or indirectly, consummate sell any Asset Sale unless at the time shares of such transaction Restricted Subsidiary’s Capital Stock (including pursuant to any merger, consolidation, restructuring, recapitalization, reorganization or amalgamation) to any Person, except: (a) Dispositions of obsolete or worn out property in the ordinary course of business; (b) Dispositions permitted by Section 6.4(b); Investments permitted by Section 6.8 and Restricted Payments permitted by Section 6.6; (c) the sale or issuance of any Restricted Subsidiary’s Capital Stock to Borrower or any Wholly Owned Subsidiary Guarantor; (d) the sale of inventory (including Hydrocarbons sold as produced) which is sold in the ordinary course of business on ordinary trade terms; provided that no contract for the sale of Hydrocarbons shall obligate Borrower or any of its Restricted Subsidiaries to deliver Hydrocarbons at a future date without receiving full payment therefor within 90 days after giving effect thereto and delivery; (e) the issuance of Capital Stock of Borrower for cash; (f) Dispositions of claims against customers, working interest owners, other industry partners or any other Person in connection with workouts or bankruptcy, insolvency or other similar proceedings with respect thereto; (g) Dispositions of funds collected for the beneficial interest of, or of the interests owned by, royalty, overriding royalty or working interest owners; (h) abandonment of Properties not capable of producing Hydrocarbons in paying quantities after expiration of their primary terms; (i) any Casualty Recovery Event, provided that the proceeds thereof are applied as permitted under Section 2.7(c); (j) Permitted Asset Swaps; (k) Dispositions by any Loan Party to the use Borrower or any other Loan Party; (l) Dispositions of proceeds thereofcash and Cash Equivalents; (m) Dispositions of Hydrocarbon Interests and Liquidations of Additional Hedging Agreements in any 12-month period not to exceed, in the aggregate, $50,000,000; provided (i) no Default or Event of Default shall have occurred and be continuing and on the date thereof or would result therefrom, (ii) such Dispositions are for the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed of, fair market value thereof and (iii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by in such Disposition is cash and (iii) the Borrower or Net Cash Proceeds therefrom are applied as required under Section 2.7(c) and at all times prior to such Restricted Subsidiary, as the case may be, is application such proceeds held in the form of cash or Cash Equivalentsa deposit account subject to an Acceptable Security Interest; provided that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, and (iiin) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary Liquidations of Hedging Agreements in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant order to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, comply with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes proviso set forth in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposeSection 6.16(b).

Disposition of Property. The Borrower will notDispose of any of its property, and will not permit whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary toof the U.S. Borrower, directly issue or indirectly, consummate sell any Asset Sale unless at the time shares of such transaction and after giving effect thereto and Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsolete, worn out, damaged or surplus property in the ordinary course of business; (b) the sale of inventory in the ordinary course of business; (c) Dispositions permitted under Section 9.4; (d) the sale or issuance of Capital Stock of any Restricted Subsidiary to the use U.S. Borrower or any other Restricted Subsidiary (provided that in the case of proceeds thereofsuch issuance of Capital Stock of a Restricted Subsidiary that is not a Wholly Owned Subsidiary, Capital Stock of such Restricted Subsidiary may be also issued to other owners thereof to the extent such issuance is not dilutive to the ownership of the Loan Parties), and the sale or issuance of the U.S. Borrower’s Capital Stock to Holdings; (e) the use, sale, exchange or other disposition of money or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents; (f) the licensing or sublicensing of patents, trademarks, copyrights, and other Intellectual Property rights in the ordinary course of business; (g) Dispositions which are required by court order or regulatory decree or otherwise required or compelled by regulatory authorities; (h) licenses, sublicenses, leases or subleases with respect to any property or assets (other than patents, trademarks, copyrights and other Intellectual Property rights) granted to third Persons in the ordinary course of business; provided, that the same do not in any material respect interfere with the business of the U.S. Borrower and its Restricted Subsidiaries, taken as a whole, or materially detract from the value of the relative assets of the U.S. Borrower and its Restricted Subsidiaries, taken as a whole; (i) Dispositions to, between or among the U.S. Borrower and any Subsidiary Guarantors; (j) Dispositions between or among any Restricted Subsidiary that is not a Subsidiary Guarantor and any other Restricted Subsidiaries that are not Subsidiary Guarantors; (k) Dispositions of any Foreign Subsidiary by the U.S. Borrower or a Subsidiary Guarantor to another Wholly Owned Subsidiary of the U.S. Borrower; (l) the settlement or write-off of accounts receivable or sale of overdue accounts receivable for collection in the ordinary course of business; (m) Dispositions constituting (i) Investments permitted under Section 9.7, (ii) Restricted Payments permitted under Section 9.6 or (iii) Sale Leaseback Transactions permitted under Section 9.10; (n) 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; (o) Dispositions of property to the extent that such property is exchanged for credit against the purchase price of similar replacement property; (p) the abandonment or cancellation of Intellectual Property that the U.S. Borrower in its reasonable business judgment, deems no Default shall have occurred longer useful to maintain; (q) the unwinding of any Swap Agreements; (r) 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 be continuing similar binding arrangements; (s) Dispositions of non-core assets (as determined by the U.S. Borrower in good faith) acquired in any Permitted Acquisition by the U.S. Borrower and any of its Restricted Subsidiaries in an amount not to exceed 40% of the consideration paid for any such acquisition; provided, that (i) not less than 75% of the consideration payable to the U.S. Borrower and its Restricted Subsidiaries in connection with any such Disposition is in the form of cash or Cash Equivalents and (ii) the consideration payable to the U.S. Borrower or and its Restricted Subsidiaries in connection with any such Restricted Subsidiary, as the case may be, receives consideration at least Disposition is equal to the Fair Market Value fair market value of such assets (as determined by the U.S. Borrower in good faith); (t) Dispositions of other property having a fair market value not to exceed $15,000,000 in the aggregate for any fiscal year of the assets sold or otherwise disposed of, and U.S. Borrower; provided that (iiiA) up to 100% of any such amount that is not used in the case of an Asset Sale other fiscal year for which it is permitted may be carried over for use in subsequent fiscal years (subject to clause (D) below); (B) not less than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by payable to the U.S. Borrower or and its Restricted Subsidiaries in connection with such Restricted Subsidiary, as the case may be, Disposition is in the form of cash or Cash Equivalents; (C) the consideration payable to the U.S. Borrower and its Restricted Subsidiaries in connection with any such Disposition is equal to the fair market value of such property (as determined by the U.S. Borrower in good faith); and (D) in no case shall the aggregate amount of Dispositions permitted under this Section 9.5(t) exceed $20,000,000 in any single fiscal year; (u) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business and sales of assets received by the U.S. Borrower or any Restricted Subsidiary from Persons other than Loan Parties upon foreclosure on a lien in favor of the U.S. Borrower of such Subsidiary; (v) any exchange of property of the U.S. Borrower or any Restricted Subsidiary (other than Capital Stock or other Investments) which qualifies as a like kind exchange pursuant to and in compliance with Section 1031 of the Code or any other substantially concurrent exchange of property by the U.S. Borrower or any Restricted Subsidiary (other than Capital Stock or other Investments) for property (other than Capital Stock or other Investments) of another person; provided that (a) such property is useful to the amount of: (i) any liabilities (as reflected in business of the Borrower’s U.S. Borrower or such Restricted Subsidiary’s most recent balance sheet or in , (b) the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the U.S. Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed shall receive reasonably equivalent or greater market value for such property (as reasonably determined by the transferee of any U.S. Borrower in good faith) and (c) such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations property will be received by the U.S. Borrower or such Restricted Subsidiary from substantially concurrently with its delivery of property to be exchanged; (w) Dispositions having a fair market value not to exceed (i) $1,000,000 with respect to any such transferee that are converted by Disposition or series of related Dispositions and (ii) $3,000,000 in the Borrower aggregate for any fiscal year of the U.S. Borrower; and (x) Dispositions of any Capital Stock or such interests in any joint venture entity not constituting a Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received required by the Borrower applicable joint venture agreement or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposesimilar binding arrangements relating thereto.

Disposition of Property. The Borrower will notDispose of any of its property, and will not permit whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary toSubsidiary, directly issue or indirectly, consummate sell any Asset Sale unless at the time shares of such transaction and after giving effect thereto and Subsidiary's Capital Stock to any Person, except: (a) the use Disposition (including the abandonment of proceeds thereofintellectual property) of obsolete, uneconomic, negligible or worn out property in the ordinary course of business; (b) the sale of inventory in the ordinary course of business; (c) Dispositions permitted by clause (i) of Section 6.3(b); (i) the sale or issuance of any Subsidiary's Capital Stock to the Borrower or any Subsidiary Guarantor and (ii) sale or issuance of Capital Stock of the Borrower to any employee, director or officer under any employment or compensation plans; and (e) the sale by the Borrower or its Subsidiaries to Halla Climate Control Corporation of their ownership interests in Halla Climate Control (Dalian) Co. Ltd. and Visteon Automotive Systems India Private Limited; (f) Permitted Restructuring Transactions; (g) the sale or disposition of Receivables, any Related Security and any Other Securitization Assets pursuant to the Proposed European Financing or Permitted Receivables Financings; (h) any sale or disposition of assets pursuant to the Outsourcing Initiative; (i) Dispositions of the assets of any Foreign Subsidiary which is an Immaterial Subsidiary (and with respect to which the Board of Directors of the Borrower shall have determined that a liquidation, dissolution or insolvency proceeding is in the best interests of the Borrower and its Subsidiaries) in connection with the liquidation or dissolution of such Subsidiary or in connection with any proceeding of the type described in Section 7.1(f) so long as the Net Cash Proceeds of such Disposition are used to pay the liabilities of such Subsidiary or are otherwise transferred to a Group Member; (j) so long as no Event of Default shall have occurred and be continuing or would result therefrom, the sale by the Borrower or its Subsidiaries of the Specified Assets; (k) so long as no Event of Default shall have occurred and be continuing or would result therefrom, the sale of the Capital Stock of Halla Climate Control Corporation so long as after giving effect to any such sale, the Borrower continues to hold, directly or indirectly, at least 51% of the equity interests of Halla Climate Control; provided that the Net Cash Proceeds of any such sale are applied as required by Section 2.5(b); (l) so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Disposition of other property not otherwise expressly permitted by this Section so long as (i) the Consolidated EBITDA Disposition Percentage attributable to the assets to be Disposed of, together with the Consolidated EBITDA Disposition Percentage attributable to any other assets Disposed of pursuant to this Section 6.4(l) during the same fiscal year, does not exceed 15% in the aggregate and (ii) the Borrower or aggregate Consolidated EBITDA Disposition Percentage of all such Restricted Subsidiary, as the case may be, receives consideration at least equal assets Disposed of subsequent to the Fair Market Value Closing Date pursuant to this Section 6.4(l) does not exceed 25%; (m) so long as no Event of Default shall have occurred and be continuing or would result therefrom, the sale of assets with an aggregate fair market value not to exceed $175,000,000 (net of taxes, expenses, indebtedness, pension or OPEB liabilities paid or reserved for in connection with any such sale); (n) Dispositions of Cash Equivalents in the ordinary course of business in connection with the cash management activities of the assets sold Borrower and its Subsidiaries; (o) Dispositions of accounts receivable in connection with compromise, write down or otherwise disposed of, and (iii) collection thereof in the case ordinary course of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale business and consistent with past practice; (xp) prior to leases, subleases, licenses or sublicenses of property in the Term B-1 Loan Repayment Date, ordinary course of business and which do not materially interfere with the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% business of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form and its Subsidiaries; (q) transfer of cash or Cash Equivalents; provided that the amount of: property subject to a Recovery Event (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date upon receipt of Net Cash Proceeds of such balance sheet, such liabilities that would have been shown on the Borrower’s Recovery Event or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes to a Governmental Authority as a result of condemnation; (r) Dispositions of Capital Stock to qualify directors where required by applicable Requirements of Law or to satisfy other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (requirements of applicable Requirements of Law with respect to the extent so converted) within 180 days following the closing ownership of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater Capital Stock of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purpose.Foreign Subsidiaries;

Disposition of Property. The Borrower will notDispose of any of its property, and will not permit whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary toSubsidiary, directly issue or indirectly, consummate sell any Asset Sale unless at the time shares of such transaction and Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsolete or worn out property in the ordinary course of business; (b) the sale of inventory in the ordinary course of business; (c) Dispositions permitted by clause (i) of Section 6.4(b); (d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Subsidiary; (e) the sale of accounts receivable pursuant to an accounts receivable securitization; (f) any wholly-owned Subsidiary (the “Disposing Entity”) may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to (i) the Borrower or (ii) any other wholly-owned Subsidiary of the Borrower; provided, in the case of clause (ii), that if the Disposing Entity was a Subsidiary Guarantor prior to such Disposition, the other wholly-owned Subsidiary must be a Subsidiary Guarantor after giving effect thereto and to such Disposition; (g) the use sale or other Disposition of proceeds thereof, securities held for investment purposes in the ordinary course of business; (h) Dispositions pursuant to true leases; (i) the Disposition of approximately 34 acres of undeveloped land owned by the Borrower and located in San Jose, California; (j) the Disposition of other property in one or a series of related transactions having an aggregate fair market value not in excess of 10% of the tangible net assets of the Borrower and its Subsidiaries at any time; provided that neither the Borrower nor any of its Subsidiaries shall make a Material Disposition unless (i) immediately before and immediately after giving pro forma effect to such Material Disposition, no Default or Event of Default shall have occurred and be continuing and (ii2) the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed of, and (iii) in the case of an Asset Sale other than an Asset Swap if immediately after giving pro forma effect to such Asset Sale (x) prior Material Disposition, the Borrower and its Subsidiaries shall be in pro forma compliance with the covenants set forth in 6.1, such compliance to be determined on the basis of the financial information most recently delivered to the Term B-1 Loan Repayment DateAdministrative Agent and the Lenders pursuant to Section 5.1(a) or (b) as though such Material Disposition had been consummated as of the first day of the fiscal period covered thereby and evidenced by a certificate from a Responsible Officer of the Borrower demonstrating such compliance calculation in reasonable detail; and (k) until the later of (i) the completion of the Borrower’s acquisition of Monolithic System Technology, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 Inc. and (yii) on or after October 30, 2004, Dispositions of Margin Stock, if and to the Term B-1 Loan Repayment Date, extent the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75value of all Margin Stock beneficially owned by the Borrower and its Subsidiaries exceeds 25% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) value of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such total assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant subject to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposeSection 6.5.