Common use of Dispositions of Assets or Subsidiaries Clause in Contracts

Dispositions of Assets or Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of the Borrower) (each, a “Disposition”), except: (a) Dispositions of obsolete or worn out property or property no longer useful in the business of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of Collateral to the extent that no such Disposition results in a Collateral Shortfall at any time; (c) Dispositions of Investments held in the Borrower’s investment portfolio (including Investments in Subsidiaries and Joint Ventures, either held directly or indirectly by the Borrower, but excluding the Collateral) in the ordinary course of business; (d) 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 promptly applied to the purchase price of such replacement property; (e) Dispositions of property for fair market value; (f) Leases, subleases, licenses or sublicenses of property in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Subsidiaries; (g) Transfers of property subject to casualty events upon receipt of the insurance payments with respect to such casualty events; (h) Sales or discounts without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; and (i) Dispositions by any Subsidiary of the Borrower to the Borrower or another Subsidiary of the Borrower.

Dispositions of Assets or Subsidiaries. The Borrower Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of the Borrower) (each, a “Disposition”such Loan Party), except: (ai) Dispositions any sale, transfer or lease of obsolete or worn out property or property no longer useful in the business of assets by the Borrower or any wholly owned Subsidiary to the Borrower or any other wholly owned Subsidiary that is a Guarantor and any sale or transfer of its Subsidiaries, whether now owned or hereafter acquiredDesignated Assets by a Subsidiary of the Borrower to another Subsidiary of the Borrower followed by an immediate transfer to a Special Purpose Subsidiary, in connection with a securitization or other receivables sale transaction so long as such transaction is non-recourse to any of the ordinary course Loan Parties or any Special Purpose Subsidiary (except for customary recourse provisions, including recourse to the Designated Assets being sold or transferred); (ii) any sale, transfer or lease of assets which are no longer necessary or required in the conduct of the Borrower’s or any Subsidiary’s business; (biii) Dispositions any sale, transfer or lease of Collateral to the extent that no such Disposition results in a Collateral Shortfall at any time; (c) Dispositions of Investments held in the Borrower’s investment portfolio (including Investments in Subsidiaries and Joint Ventures, either held directly or indirectly by the Borrower, but excluding the Collateral) in the ordinary course of business; (d) 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 promptly applied to the purchase price of such replacement property; (e) Dispositions of property for fair market value; (f) Leases, subleases, licenses or sublicenses of property assets in the ordinary course of business and which are replaced by substitute assets; and (iv) any sale or transfer of all of the capital stock or substantially all of the assets of one or more Subsidiaries of the Borrower so long as, in any fiscal year, (A) the assets of such sold or transferred Subsidiaries do not materially interfere with exceed 5% of the business total assets of the Borrower and its the Consolidated Subsidiaries and (B) no more than 5% of Consolidated EBITDA is attributable to such sold or transferred Subsidiaries; , in the case of clause (g) Transfers of property subject to casualty events upon receipt A), determined as of the insurance payments with respect most recent fiscal quarter ending prior to such casualty events; (h) Sales or discounts without recourse of accounts receivable arising disposition and, in the ordinary course case of business clause (B), determined as of the most recent four (4) fiscal quarters ending prior to such disposition. The Administrative Agent is expressly authorized by the Lenders to release any Guarantor from the Guaranty Agreement if (A) its capital stock or substantially all of the assets are sold or transferred in connection accordance with the compromise clause (iv) of Section 8.2.7 [Dispositions of Assets of Subsidiaries] above or collection thereof; and (B) it is liquidated in accordance with clause (i) Dispositions by any Subsidiary of the Borrower to the Borrower or another Subsidiary of the BorrowerSection 8.2.6 [Liquidations, Mergers, Consolidations, Acquisitions].

Dispositions of Assets or Subsidiaries. The Borrower No Loan Party shall, nor shall not, and shall not any Loan Party permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose ofDispose of (including pursuant to any sale and leaseback transaction), voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests or other equity interests of a Subsidiary of the Borrower) (each, a “Disposition”such Loan Party), except: (a) Dispositions any Disposition of obsolete or worn out property or property no longer useful assets in the ordinary course of business that are replaced by substitute assets acquired or leased as permitted in this Agreement, so long as such substitute assets are subject to the Administrative Agent’s Prior Security Interest therein; (b) transactions involving the sale of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, inventory to customers in the ordinary course of business; (b) Dispositions of Collateral to the extent that no such Disposition results in a Collateral Shortfall at any time; (c) Dispositions any Disposition of Investments held in the Borrower’s investment portfolio (including Investments in Subsidiaries and Joint Ventures, either held directly obsolete or indirectly by the Borrower, but excluding the Collateral) worn-out assets in the ordinary course of business that are no longer necessary or required in the conduct of such Loan Party’s or such Subsidiary’s business; (d) Dispositions any Disposition of equipment assets by any Loan Party to another Loan Party, so long as such sold or real property transferred assets are subject to the extent that (i) Administrative Agent’s Prior Security Interest therein or, if any such property asset is exchanged for credit against expressly excluded from the purchase price Collateral pursuant to Section 2.3 of similar replacement property the Security Agreement or (ii) the proceeds otherwise, such asset is sold or transferred to a Loan Party all of such Disposition are promptly applied whose Equity Interest is subject to the purchase price of such replacement propertyAdministrative Agent’s Prior Security Interest; (e) Dispositions of property for fair market valueany Disposition permitted by Section 7.5; (f) Leases, subleases, licenses or sublicenses any Disposition of property in the ordinary course of business cash and which do not materially interfere with the business of Cash Equivalents; and (g) Dispositions by the Borrower and its Subsidiaries; Subsidiaries not otherwise permitted under this Section 7.8; provided that (i) at the time of such Disposition, no Default or Event of Default shall exist or would result from such Disposition and (ii) the aggregate book value of all property Disposed of in reliance on clause (i) in any fiscal year shall not exceed $1,000,000 in any fiscal year of the Borrower. provided, however, that any Disposition pursuant to clause (a) shall be for substantially equivalent value and any Disposition pursuant to clauses (b) through (g) Transfers shall be for fair market value; provided, further, that, no Loan Party or Subsidiary of property subject any Loan Party shall engage in, allow or be party to casualty events upon receipt any Division without the written prior consent of the insurance payments with respect to such casualty events; (h) Sales or discounts without recourse of accounts receivable arising Administrative Agent in the ordinary course of business in connection with the compromise or collection thereof; and (i) Dispositions by any Subsidiary of the Borrower to the Borrower or another Subsidiary of the Borrowerits sole discretion.

Dispositions of Assets or Subsidiaries. The Borrower Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of the Borrower) (each, a “Disposition”such Loan Party), except: (ai) Dispositions transactions involving the sale or other disposition of obsolete or worn out property or property no longer useful in the business of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, inventory in the ordinary course of business; (b) Dispositions of Collateral to the extent that no such Disposition results in a Collateral Shortfall at any time; (c) Dispositions of Investments held in the Borrower’s investment portfolio (including Investments in Subsidiaries and Joint Ventures, either held directly or indirectly by the Borrower, but excluding the Collateral) in the ordinary course of business; (d) 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 any sale, transfer, lease, or other disposition of such Disposition are promptly applied to the purchase price of such replacement property; (e) Dispositions of property for fair market value; (f) Leases, subleases, licenses or sublicenses of property assets in the ordinary course of business and which do not materially interfere with are no longer necessary or required in the business conduct of the Borrower and its Subsidiariessuch Loan Party’s or such Subsidiary’s business; (giii) Transfers any sale, transfer or lease of property assets by any wholly owned Subsidiary of such Loan Party to another Loan Party; provided that the documents necessary to grant and perfect Prior Security Interests, subject to casualty events upon receipt Permitted Liens, if any, to the Administrative Agent for the benefit of the insurance payments with respect Lenders in the equity interests of, and Collateral held by, such wholly owned Subsidiary are executed by the Loan Party to such casualty eventswhom the assets are being transferred; (hiv) Sales any sale, transfer or discounts without recourse lease of accounts receivable arising assets in the ordinary course of business which are replaced by substitute assets acquired or leased within the parameters of Permitted Indebtedness; provided such substitute assets are subject to the Lenders’ Prior Security Interest, subject to Permitted Liens, if any; or (v) provided no Potential Default or Event of Default exists, transfers to one or more Foreign Subsidiaries of a Loan Party of those Trademarks of the Loan Parties solely used in connection with the compromise or collection thereof; and (i) Dispositions by any Subsidiary sales of such Foreign Subsidiaries outside of the Borrower United States of America; provided, that simultaneously with such transfer, the Loan Parties shall cause the applicable Foreign Subsidiaries to grant to the Borrower or another Subsidiary Administrative Agent, for the benefit of the BorrowerLenders, a license to use the transferred Trademarks on the same basis as set forth in Section 8.2.4.

Dispositions of Assets or Subsidiaries. The Borrower Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of the Borrower) (each, a “Disposition”such Loan Party), except: (a) Dispositions of obsolete or worn out property or property no longer useful in the business of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of Collateral to the extent that no such Disposition results in a Collateral Shortfall at any time; (c) Dispositions of Investments held in the Borrower’s investment portfolio (including Investments in Subsidiaries and Joint Ventures, either held directly or indirectly by the Borrower, but excluding the Collateral) in the ordinary course of business; (d) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against transactions involving the purchase price sale of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (e) Dispositions of property for fair market value; (f) Leases, subleases, licenses or sublicenses of property inventory in the ordinary course of business and casualty losses to inventory to the extent that the insurance proceeds therefrom are used (a) to repair or replace such inventory, which do not materially interfere inventory shall be subject to the Lenders’ Prior Security Interest, or (b) to prepay the Loans in accordance with the business of the Borrower and its Subsidiariesthis Agreement; (gii) Transfers any sale, transfer or lease of property subject to casualty events upon receipt of the insurance payments with respect to such casualty events; (h) Sales or discounts without recourse of accounts receivable arising assets in the ordinary course of business which are no longer necessary or required in connection with the compromise conduct of such Loan Party’s or collection thereof; andsuch Subsidiary’s business; (iiii) Dispositions any sale, transfer or lease of assets by any wholly owned Subsidiary of a Loan Party to another Loan Party; (iv) subject to the provisions of Section 8.2.9, any transfer of the ownership interests in a wholly owned Subsidiary of the Borrower which is not a Loan Party to the Borrower or another wholly owned Subsidiary of the Borrower; (v) any sale, transfer or lease of assets in the ordinary course of business which are replaced by substitute assets acquired or leased, provided such substitute assets are subject to the Lenders’ Prior Security Interest if the assets so sold, transferred or leased were so subject; or (vi) provided no Event of Default or Potential Default exists, any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (v) above, which in any one sale, transfer or lease of assets, or in any number of sales, transfers or leases of assets, involves the sale, transfer, or lease of assets having a book value of (i) not more than fifteen percent (15%) of the Consolidated Net Tangible Assets in the fiscal year of the Borrower ended December 31, 2009 (in each case, measured with respect to a series of sales, transfers or leases of assets on the day of the first sale), and (ii) not more than twenty-five percent (25%) of the Consolidated Net Tangible Assets during the term of this Agreement (in each case, measured with respect to a series of sales, transfers or leases of assets on the day of the first sale); provided however, the proceeds of any such sale, transfer or lease of assets under this clause (vi) shall be applied by the Borrower to repayment of any principal balance outstanding on the Revolving Credit Loans.

Dispositions of Assets or Subsidiaries. The Borrower Borrowers shall not, and shall not permit any of its their Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, interest or partnership interests or limited liability company interests of a Subsidiary of the any Borrower) (each, a “Disposition”), except: (ai) Dispositions transactions involving the sale of obsolete or worn out property or property no longer useful in the business of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, inventory in the ordinary course of business; (b) Dispositions of Collateral to the extent that no such Disposition results in a Collateral Shortfall at any time; (c) Dispositions of Investments held in the Borrower’s investment portfolio (including Investments in Subsidiaries and Joint Ventures, either held directly or indirectly by the Borrower, but excluding the Collateral) in the ordinary course of business; (d) 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 any sale, transfer or lease of such Disposition are promptly applied to the purchase price of such replacement property; (e) Dispositions of property for fair market value; (f) Leases, subleases, licenses or sublicenses of property assets in the ordinary course of business and which do not materially interfere with are no longer necessary or required in the business conduct of the Borrower and its Subsidiariesany Borrower’s or such Subsidiary’s business; (giii) Transfers any sale, transfer or lease of property subject to casualty events upon receipt assets by (a) any Subsidiary of the insurance payments with respect a Borrower to such casualty eventsBorrower or another Loan Party or (b) any non-Loan Party Subsidiary to another non-Loan Party Subsidiary; (hiv) Sales any sale, transfer or discounts without recourse lease of accounts receivable arising assets in the ordinary course of business which are replaced by substitute assets acquired or leased; provided such substitute assets are subject to the Banks’ Prior Security Interest to the extent such substitute assets are required to become Collateral hereunder or under any of the Loan Documents; (v) any sale, transfer, or lease of assets the after-tax proceeds of which, when added to the after-tax proceeds of other sales, transfers and leases of assets in connection with the compromise same fiscal year, do not exceed, in the aggregate for TGI and its Subsidiaries, 5% of TGI’s consolidated total assets at the start of such fiscal year; (vi) the Payment Discount Arrangements; (vii) any sale, transfer or collection thereoflease of assets, other than those specifically excepted pursuant to clauses (i) through (vi) above, which is approved by the Required Banks; (viii) to the extent done as part of the Receivables Facility, the sale, contribution, transfer, conveyance or assignment of Receivables and Related Rights by TGI and its Subsidiaries to the SP Sub and the sale by the SP Sub of individual variable percentage interests in the Purchased Interests to the Purchaser; and (iix) Dispositions by any Subsidiary of the Borrower to the Borrower extent pursuant to a dissolution, liquidation or another Subsidiary of the Borrowerwinding-up permitted by 7.2.6(iii) above.

Dispositions of Assets or Subsidiaries. The Borrower PEC, Pekin and the Company shall not, and shall not permit any of its Subsidiaries Subsidiary to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its their properties or assets, tangible or intangible assignment, (including sale, assignment, sale assignment discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of the Borrower) (each, a “Disposition”Subsidiary), except: (a) Dispositions of obsolete or worn out property or property no longer useful in the business of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, except for transactions in the ordinary course of business. PEC and PEI shall not, and shall not permit any of their subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its capital stock, shares of beneficial interest, partnership interests or limited liability company interests as part of any transaction that contains a “put right” in favor of the purchaser of such transaction that enables the purchaser to require a repurchase of such interests, unless (i) the Term Loan has been repaid in full or (ii) payment in full of the Term Loan is a condition to the effectiveness of such transaction (collectively, the “Put Restriction”). Notwithstanding anything to the contrary set forth herein or in any other Loan Document, but subject to the Put Restriction: (a) PEI and its applicable Subsidiaries shall be entitled to litigate, settle and otherwise resolve the Indeck Litigation without the prior written consent of Agent, the ICP Lenders or the Pekin Lender so long as any proceeds thereof to be paid to PEI or such Subsidiaries shall be distributed in accordance with Section 2.8 of this Agreement and the CoBank Intercreditor Agreement; (b) Dispositions of Collateral Until such time as the Paydown Amount has been paid in full, any PEC Asset Sale shall be subject to the extent that no such Disposition results consent of each of the Pekin Lenders and the ICP Lenders, in a Collateral Shortfall at any time;each case not to be unreasonably withheld, conditioned or delayed; and (c) Dispositions Any Western Asset Sale shall not require the consent of Investments held the ICP Lenders or the Pekin Lenders so long as such sale is to an unrelated purchaser, is entered into in good faith and is for reasonable market value, and the Borrower’s investment portfolio (including Investments in Subsidiaries and Joint Ventures, either held directly or indirectly by the Borrower, but excluding the Collateral) in the ordinary course of business; (d) 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 net proceeds of such Disposition sale are promptly applied distributed in accordance with Section 2.8 and in the Senior Intercreditor Agreement and, as between the ICP Lenders and the Pekin Lenders, pursuant to the purchase price of such replacement property; (e) Dispositions of property for fair market value; (f) Leases, subleases, licenses or sublicenses of property in CoBank Intercreditor Agreement. To the ordinary course of business and which do not materially interfere with extent the business consent of the Borrower ICP Lenders the Pekin Lenders is required pursuant to Section 7.6(b) above, so long as no Event of Default then exists, the Pekin Lenders and its Subsidiaries; (g) Transfers of property subject the ICP Lenders hereby agree to casualty events upon receipt of reasonably cooperate with PEC and the insurance payments proposed purchaser with respect to such casualty events; (h) Sales or discounts without recourse of accounts receivable arising any PEC Asset Sale involving PEC’s membership interests in ICP to an unrelated third party, including further amendment to the ordinary course of business in connection with the compromise or collection thereof; and (i) Dispositions by any Subsidiary respective Loan Documents of the Borrower ICP Lenders to the Borrower or another Subsidiary eliminate any cross-defaults to any Affiliates of the BorrowerICP.

Dispositions of Assets or Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, sellSell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including by LLC Division, sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests Equity Interests of a Subsidiary of the Borrower) (each, a “Disposition”Subsidiary), except: (a) Dispositions transactions involving the sale of obsolete or worn out property or property no longer useful in the business of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, inventory in the ordinary course of business; (b) Dispositions any sale, transfer or lease of Collateral to the extent that no such Disposition results in a Collateral Shortfall at any time; (c) Dispositions of Investments held in the Borrower’s investment portfolio (including Investments in Subsidiaries and Joint Ventures, either held directly or indirectly by the Borrower, but excluding the Collateral) in the ordinary course of business; (d) 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 promptly applied to the purchase price of such replacement property; (e) Dispositions of property for fair market value; (f) Leases, subleases, licenses or sublicenses of property assets in the ordinary course of business and which do not materially interfere with are no longer necessary or required in the business conduct of the Borrower and Borrower’s or its SubsidiariesSubsidiary’s business; (gc) Transfers any sale, transfer or lease of property subject to casualty events upon receipt of the insurance payments with respect to such casualty events; (h) Sales or discounts without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; and (i) Dispositions assets by any Subsidiary of the Borrower to the Borrower or to another Subsidiary of the Borrower; (d) any sale, transfer or lease of assets in the ordinary course of business which are replaced by substitute assets acquired or leased; or (e) any sale, transfer or lease of assets where the amount of such assets (valued at net book value), together with all other assets of the Borrower and Subsidiaries previously disposed of as permitted by this clause (e) during the fiscal year in which the disposition occurs does not exceed 10% of Consolidated Total Assets as of the end of the fiscal year then most recently ended; provided that assets, as so valued, may be sold in excess of 10% of Consolidated Total Assets in any fiscal year if either (i) within one year of such sale, the proceeds from the sale of such assets are used, or committed by the Borrower’s Board of Directors to be used, to acquire other assets of at least equivalent value and earning power or (ii) with the written consent of the Required Lenders, the proceeds from sale of such assets are used immediately upon receipt to prepay senior Funded Indebtedness of the Borrower; and (f) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (a) through (e) above, which is approved by the Required Lenders.

Dispositions of Assets or Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, sell and leaseback, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of the Borrower) (each, a “Disposition”), except: (a) Dispositions transactions involving the sale of obsolete or worn out property or property no longer useful in the business of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, inventory in the ordinary course of business; (b) Dispositions any sale, transfer or lease of Collateral to the extent that no such Disposition results in a Collateral Shortfall at any time; (c) Dispositions of Investments held in the Borrower’s investment portfolio (including Investments in Subsidiaries and Joint Ventures, either held directly or indirectly by the Borrower, but excluding the Collateral) in the ordinary course of business; (d) 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 promptly applied to the purchase price of such replacement property; (e) Dispositions of property for fair market value; (f) Leases, subleases, licenses or sublicenses of property assets in the ordinary course of business and which do not materially interfere with are no longer necessary or required in the business conduct of the Borrower's or such Subsidiary's business; (c) any sale, transfer or lease of assets by any wholly owned Subsidiary of the Borrower and its Subsidiariesto the Borrower; (gd) Transfers any sale, transfer or lease of property subject to casualty events upon receipt of the insurance payments with respect to such casualty events; (h) Sales or discounts without recourse of accounts receivable arising assets in the ordinary course of business which are replaced by substitute assets acquired or leased; (e) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (a) through (d) above, provided that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, and (ii) the aggregate net book value of all assets so sold by the Borrower and its Subsidiaries shall not exceed in connection any fiscal year five (5%) of the consolidated total assets of the Borrower and its Subsidiaries as determined on a consolidated basis in accordance with GAAP; (f) any sale, transfer or lease of assets of any Inactive Subsidiary of the compromise or collection thereofBorrower; and (ig) Dispositions by any Subsidiary of gas meter sale and leaseback transactions under the Borrower to the Borrower or another Subsidiary of the BorrowerPermitted Sale and Leaseback Program.

Dispositions of Assets or Subsidiaries. The Borrower Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of the Borrower) (each, a “Disposition”such Loan Party), except: (ai) Dispositions transactions involving the sale of obsolete or worn out property or property no longer useful in the business of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, inventory in the ordinary course of business; (bii) Dispositions any sale, transfer or lease of Collateral to assets in the extent that ordinary course of business which are no longer necessary or required in the conduct of such Disposition results in a Collateral Shortfall at any timeLoan Party’s or such Subsidiary’s business so long as no Event of Default shall have occurred and be continuing or will result therefrom; (ciii) Dispositions any sale, transfer or lease of Investments held assets by any wholly owned Subsidiary of such Loan Party to another Loan Party; (iv) any sale, transfer or lease of assets in the Borrowerordinary course of business which are replaced by substitute assets acquired or leased within the parameters of Section 7.2.14 [Capital Expenditures] so long no Event of Default shall have occurred and be continuing or will result therefrom; provided such substitute assets are subject to the Administrative Agent’s investment portfolio and the Lenders’ Prior Security Interest; (including Investments v) any other sale, transfer or lease of assets to another Person in an amount not to exceed $20,000,000 in the aggregate for all such other sales, transfers or leases in any fiscal year of the Borrowers so long as (a) a Trigger Event Election has not occurred and (b) no Potential Default or Event of Default shall have occurred and be continuing or will result therefrom (it being understood that following the earlier to occur of a Trigger Event Election or the occurrence of such Potential Default or Event of Default, any such sale, transfer of lease shall require the Required Lenders’ prior written consent); (vi) Licenses of intellectual property or licensed departments of a Loan Party or any of its Subsidiaries and Joint Ventures, either held directly or indirectly by the Borrower, but excluding the Collateral) in the ordinary course of business; (d) 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 promptly applied to the purchase price of such replacement property; (e) Dispositions of property for fair market value; (f) Leases, subleases, licenses or sublicenses of property in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Subsidiaries; (g) Transfers of property subject to casualty events upon receipt of the insurance payments with respect to such casualty events; (h) Sales or discounts without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; and (ivii) Dispositions by any Subsidiary Leases or subleases of the Borrower to the Borrower or another Subsidiary of the Borrowerleases.

Dispositions of Assets or Subsidiaries. The Borrower Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, abandon to cause or permit an Asset Sale or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests any Equity Interests of a Subsidiary of the Borrower) (each, a “Disposition”such Loan Party), except: (a) Dispositions transactions involving the sale of obsolete or worn out property or property no longer useful in the business of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, inventory in the ordinary course of business; (b) Dispositions any sale, transfer or lease of Collateral to used, obsolete, worn out or surplus assets in the extent that no such Disposition results in a Collateral Shortfall at any timeordinary course of business; (c) Dispositions any sale, transfer or lease of Investments held assets to a Loan Party or any Subsidiary of a Loan Party; provided that any such sales, transfers or leases involving a Subsidiary of the Borrower that is not a Loan Party shall be made in compliance with Section 8.2.8 [Affiliate Transactions]; (d) any sale, transfer or lease of assets in the Borrower’s investment portfolio ordinary course of business; (including Investments e) the Loan Parties and their Subsidiaries may sell their accounts receivable in Subsidiaries connection with Permitted Securitization Arrangements; provided that the Securitization Amount at any time shall not exceed $300,000,000; (f) assignments and licenses of intellectual property of the Borrower or any Subsidiary between or among the Borrower and its Subsidiaries, and licenses (i) to Joint Ventures, either held directly Ventures or indirectly by the Borrower, but excluding the Collateral(ii) in the ordinary course of business; (dg) Dispositions leases of equipment or owned real property to and subleases of leased real property, in each case, not interfering in any material respect with the extent that operations of the Borrower and its Subsidiaries taken as a whole; (h) the Borrower and its Subsidiaries may make Asset Sales of assets having a net book value on the Borrower’s books and records not in excess of the greater of (i) such property is exchanged for credit against the purchase price of similar replacement property or $35,000,000 in any fiscal year and (ii) if, after giving pro forma effect to such Asset Sale, the proceeds Transaction Leverage Requirement is met as of the end of the fiscal quarter most recently ended for which financial statements are available, $100,000,000 in any fiscal year; provided that, as to all Asset Sales under this clause (h), (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (as determined in good faith by the Borrower); (2) at least 75% of the consideration received shall be Cash or Permitted Investments (provided that, for the purposes of the foregoing requirement, (A) any Indebtedness assumed by the transferee of such Disposition assets and (B) any securities received from the transferee that are promptly applied convertible to Cash or Permitted Investments within 180 days following the closing of the relevant Asset Sale shall be deemed to be Cash or Permitted Investments); (3) no Event of Default shall have occurred or be continuing after giving effect thereto, and (4) with respect to any Material Event, the Borrower shall have delivered to the purchase price Administrative Agent a certificate of such replacement propertya Financial Officer of the Borrower (which shall be in form and substance satisfactory to the Administrative Agent and shall include detailed calculations) that confirms the conditions in clauses (1), (2) and (3) above and demonstrates compliance with clause (ii) above. (i) in order to resolve disputes that occur in the ordinary course of business, the sale, transfer, disposition, discount or compromise for less than the face value thereof, notes or accounts receivable; (ej) Dispositions the sale or disposition of property Equity Interests of any Subsidiary of the Borrower in order to qualify members of the board of directors (or equivalent body otherwise named) of such Subsidiary if required by applicable Law; (k) the sale or other disposition of Permitted Investments for fair market value; (fl) Leasesthe sale or other disposition of specific items of equipment, subleasesso long as the purpose of such sale or disposition is to acquire replacement items of like-kind equipment or other equipment used or useful in the conduct of the business of the Borrower or any of its Subsidiaries; (m) leases, assignments and licenses or sublicenses of personal property in the ordinary course of business and which do not materially interfere with the business business; (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 of the Borrower and or any of its Subsidiaries; (go) Transfers dispositions of property subject Investments in Joint Ventures to casualty events upon receipt of the insurance payments with respect to such casualty eventsextent required by, or made pursuant to, customary buy/sell arrangements between the Joint Venture parties set forth in Joint Venture arrangements and similar binding arrangements; (hp) Sales the disposition or discounts without recourse sale of accounts receivable arising in the ordinary course of business any assets acquired in connection with any Permitted Acquisition in contemplation that such assets would be sold to a third party; provided, that, (i) such assets are sold for consideration not less than the compromise value attributed to such assets in the calculation of the aggregate consideration for such Permitted Acquisition and (ii) such disposition or collection thereofsale occurs within one (1) year of the consummation of such Permitted Acquisition; (q) any merger, consolidation, winding up, liquidation or dissolution permitted pursuant to Section 8.2.6 [Liquidations, Mergers, Consolidations], or any transaction permitted pursuant to Section 8.2.4 [Loans, Guaranties and Investments] or Section 8.2.15 [Sale and Leaseback Transactions]; (r) any sale, transfer or lease of assets in transactions that do not constitute Asset Sales; provided that the consideration received for such assets (other than assets described in clause (c)(iii) or (iv) of the definition of Asset Sale) shall be in an amount at least equal to the fair market value thereof (as determined in good faith by the Borrower); and (is) Dispositions any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (a) through (r) above, which is approved by any Subsidiary of the Borrower to the Borrower or another Subsidiary of the BorrowerRequired Lenders.

Dispositions of Assets or Subsidiaries. The Borrower shall not, and shall not permit Make any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of the Borrower) (each, a “Asset Disposition”), except: (a) Dispositions any sale, transfer or lease of obsolete or worn out property or property no longer useful in the business of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, assets in the ordinary course of business which are no longer necessary or required in the conduct of such Loan Party’s or such Subsidiary’s business; (b) Dispositions any Asset Disposition of Collateral to surplus, obsolete, used or worn out property or other property that, in the extent that reasonable judgment of the Borrower, is no such Disposition results longer useful in a Collateral Shortfall at any timeits business; (c) Dispositions any Asset Disposition of Investments held Receivables Assets in the Borrower’s investment portfolio (including Investments connection with a factoring facility in Subsidiaries and Joint Ventures, either held directly an aggregate outstanding principal amount not to exceed $25,000,000 at any time entered into by a Non-Guarantor Subsidiary undertaken consistent with past practice or indirectly by the Borrower, but excluding the Collateral) in the ordinary course of business; (d) Dispositions any Asset Disposition of equipment cash and Cash Equivalents pursuant to transactions otherwise permitted under this Agreement (including pursuant to Section 8.3 [Investments]) or real property to otherwise in the extent that (i) such property is exchanged for credit against the purchase price ordinary course of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement propertybusiness; (e) Dispositions any Asset Disposition of property for fair market valueReceivables Assets pursuant to Permitted Securitization Programs; (fA) Leases, subleases, licenses or sublicenses the sale of property defaulted receivables in the ordinary course of business and which do not materially interfere as part of a Permitted Securitization Program and (B) Asset Dispositions of receivables in connection with the business of the Borrower and its Subsidiaries; (g) Transfers of property subject to casualty events upon receipt of the insurance payments with respect to such casualty events; (h) Sales compromise, settlement or discounts without recourse of accounts receivable arising collection thereof in the ordinary course of business or in connection bankruptcy or similar proceeding; (g) licensing, sublicensing and cross-licensing arrangements involving any technology or other intellectual property of the Borrower or any Subsidiary in the ordinary course of business or lapse or abandonment of intellectual property rights in the ordinary course of business that, in the reasonable judgment of the Borrower, is no longer useful in its business; (h) Permitted Asset Swaps; (A) the grant in the ordinary course of business of any non-exclusive easements, permits, licenses, rights of way, surface leases or other surface rights or interests and (B) any lease, sublease or license of assets (with the compromise Borrower or collection thereof; anda Subsidiary as the lessor, sublessor or licensor) in the ordinary course of business; (i) Dispositions of condemned property as a result of the exercise of “eminent domain” or other similar policies or (ii) Dispositions of properties that have been subject to a casualty event or act of god; (k) (i) any surrender or waiver of contractual rights or the settlement, release, or surrender of contractual rights or other litigation claims in the ordinary course of business or (ii) any settlement, discount, write off, forgiveness or cancellation of any Indebtedness owing by any Subsidiary present or former directors, officers, or employees of the Borrower or any Subsidiary or any of their successors or assigns; (l) the unwinding or termination of any Hedging Obligations or Cash Management Obligations; (m) to the extent constituting an Asset Disposition, the making of an Investment permitted pursuant to Section 8.3 [Loans and Investments]; (n) (x) any Asset Disposition of minority interests in that certain mine held by the Borrower and its Subsidiaries immediately prior to the Amendment No. 1 Effective Date and identified to the Lenders in that certain lender presentation dated as of November 15, 2024 (the “Anglo LP”), (y) any Asset Disposition of minority interests in mines acquired pursuant to the Anglo American Acquisition and set forth in the Anglo LP and (z) any other Asset Disposition for an aggregate fair market value of consideration received since the Closing Date of not more than $500,000,000, in each case, so long as (i) no Potential Default or Event of Default has occurred and is continuing or would result therefrom, (ii) Liquidity is not less than $400,000,000 after giving effect thereto, (iii) the consideration received for such Asset Disposition shall be in an amount at least equal to the fair market value thereof as reasonably determined by the Borrower in good faith and (iv) at least 75% of the consideration for such Asset Dispositions undertaken pursuant to this Section 8.6(n)(y) shall be paid in cash or Cash Equivalents, provided that, for purposes of this clause (n), each of the following shall be deemed to be cash: (i) any securities, notes, other obligations or assets received by the Borrower or another any Subsidiary from such transferee that are converted by the Borrower or such Subsidiary into cash or Cash Equivalents within 180 days of the Borrowerreceipt thereof, to the extent of the cash or Cash Equivalents received in that conversion; (ii) any liabilities of the Borrower or any Subsidiary (other than subordinated liabilities) that are assumed by the transferee of any such assets and as a result of which the Borrower or such Subsidiary is released from further liability; and (iii) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Asset Disposition in an aggregate amount for all such Asset Dispositions under (n) and at any one time outstanding not exceeding $25,000,000; (o) Dispositions of assets having a fair market value not exceeding $50,000,000 in the aggregate for all such Dispositions; (p) the unwinding or termination of any Hedging Obligations or Cash Management Obligations; (q) Dispositions between a Loan Party and a Non-Guarantor Subsidiary to the extent such Disposition would be permitted by Section 8.3(e); and (r) the Disposition contemplated by that certain Option Deed, dated as of November 25, 2024, by and among Peabody SMC Pty Ltd, Peabody Australia Holdco Pty Ltd, PT Bukit Makmur Internasional and PT Delta Dunia Makmur Tbk (as in effect on the Amendment No. 1 Effective Date or as may be amended, restated, or otherwise modified so long as such amendment, restatement or modification is not adverse to the Lenders in any material respect) (such Disposition, the “Xxxxxx Disposition”) in exchange for the redemption of Indebtedness referred to in Section 8.1(s) and Investments in Section 8.3(e)(y); provided that the consideration received for any Disposition pursuant to this Section 8.6(n) shall be solely in the form of cancellation or of Indebtedness in respect of the Xxxxxx Loan Note Deed and any intercompany indebtedness incurred pursuant to Section 8.3(e)(y).

Dispositions of Assets or Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, abandon abandon, securitize or enter into a securitization transaction, or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or equipment, general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of the Borrower) (each, a “Disposition”), except: (ai) Dispositions transactions involving the sale of obsolete or worn out property or property no longer useful in the business of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, inventory in the ordinary course of business; (b) Dispositions of Collateral to the extent that no such Disposition results in a Collateral Shortfall at any time; (c) Dispositions of Investments held in the Borrower’s investment portfolio (including Investments in Subsidiaries and Joint Ventures, either held directly or indirectly by the Borrower, but excluding the Collateral) in the ordinary course of business; (d) 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 any sale, transfer or lease of such Disposition are promptly applied to the purchase price of such replacement property; (e) Dispositions of property for fair market value; (f) Leases, subleases, licenses or sublicenses of property in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Subsidiaries; (g) Transfers of property subject to casualty events upon receipt of the insurance payments with respect to such casualty events; (h) Sales or discounts without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; and (i) Dispositions assets by any Subsidiary of the Borrower which is a member of the Arch Coal Group to any other member of the Arch Coal Group or any sale, transfer or lease of assets by any Subsidiary of Arch Western which is a member of the Arch Western Group to any other member of the Arch Western Group; (iii) any sale of assets if and to the extent the net cash proceeds thereof are applied within 270 days of the consummation of such sale to the purchase by the Borrower or another a Subsidiary of the Borrower, as the case may be, of substitute assets; provided that the Borrower shall have delivered to the Administrative Agent a certificate (a “Replacement Sales Certificate”) of the chief financial officer or the treasurer of the Borrower, certifying as to (x) the amount of such net cash proceeds and (y) the fact that the Borrower or a Subsidiary of the Borrower, as the case may be, shall invest such net cash proceeds in substitute assets within 270 days after the date of consummation of such sale; (iv) any purchase or sale or other transfer (including by capital contribution) of Receivables Assets pursuant to a Permitted Receivables Financing; and (v) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (iv) above, provided, that with respect to any sale, transfer or lease pursuant to this Section 7.2.4(v): (a) at the time of any such disposition, no Event of Default shall exist or shall result from such disposition, (b) the Borrower and its Subsidiaries shall be in compliance with the covenants contained in Sections 7.2.10 [Maximum Leverage Ratio], 7.2.11 [Maximum Senior Secured Leverage Ratio], and 7.2.12 [Minimum Interest Coverage Ratio] determined on a pro forma basis after giving effect to each such sale, transfer or lease of assets, and (c) the aggregate net book value, as determined in accordance with GAAP, of all assets so sold, transferred, or leased by the Borrower and its Subsidiaries as permitted by this clause (v) shall not exceed in any calendar year $75,000,000.

Dispositions of Assets or Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, sell and leaseback, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse recourse, or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of the Borrower) (each, a “Disposition”), except: (a) Dispositions transactions involving the sale of obsolete or worn out property or property no longer useful in the business of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, inventory in the ordinary course of business; (b) Dispositions any sale, transfer or lease of Collateral to the extent that no such Disposition results in a Collateral Shortfall at any time; (c) Dispositions of Investments held in the Borrower’s investment portfolio (including Investments in Subsidiaries and Joint Ventures, either held directly or indirectly by the Borrower, but excluding the Collateral) in the ordinary course of business; (d) 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 promptly applied to the purchase price of such replacement property; (e) Dispositions of property for fair market value; (f) Leases, subleases, licenses or sublicenses of property assets in the ordinary course of business and which do not materially interfere with are no longer necessary or required in the business conduct of the Borrower and its Subsidiaries;Borrower's or such Subsidiary's business; PRN1 883012 76 (gc) Transfers any sale, transfer or lease of property subject to casualty events upon receipt of the insurance payments with respect to such casualty events; (h) Sales or discounts without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; and (i) Dispositions assets by any Subsidiary of the Borrower to the Borrower; (d) any sale, transfer or lease of assets in the ordinary course of business which are replaced by substitute assets acquired or leased; (e) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (a) through (d) above, provided that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, and (ii) the aggregate net book value of all assets so sold by the Borrower and its Subsidiaries shall not exceed in any fiscal year five (5%) of the consolidated total assets of the Borrower and its Subsidiaries as determined on a consolidated basis in accordance with GAAP; (f) any issuance of shares of the capital stock of the Borrower to the Parent; (g) any sale, transfer or another lease of assets of any Inactive Subsidiary of the Borrower; and (h) gas meter sale and leaseback transactions under the Permitted Sale and Leaseback Program.

Dispositions of Assets or Subsidiaries. The Borrower Borrowers shall not, and shall not permit any of its their Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, interest or partnership interests or limited liability company interests of a Subsidiary of the any Borrower) (each, a “Disposition”), except: (ai) Dispositions transactions involving the sale of obsolete or worn out property or property no longer useful in the business of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, inventory in the ordinary course of business; (b) Dispositions of Collateral to the extent that no such Disposition results in a Collateral Shortfall at any time; (c) Dispositions of Investments held in the Borrower’s investment portfolio (including Investments in Subsidiaries and Joint Ventures, either held directly or indirectly by the Borrower, but excluding the Collateral) in the ordinary course of business; (d) 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 any sale, transfer or lease of such Disposition are promptly applied to the purchase price of such replacement property; (e) Dispositions of property for fair market value; (f) Leases, subleases, licenses or sublicenses of property assets in the ordinary course of business and which do not materially interfere with are no longer necessary or required in the business conduct of the Borrower and its Subsidiariesany Borrower’s or such Subsidiary’s business; (giii) Transfers any sale, transfer or lease of property subject to casualty events upon receipt assets by (a) any Subsidiary of the insurance payments with respect a Borrower to such casualty eventsBorrower or another Loan Party or (b) any non-Loan Party Subsidiary to another non-Loan Party Subsidiary; provided that, from and after the Aerostructures Bankruptcy Effective Date, clause (iii)(a) shall not apply to any sale, transfer or lease of assets between or among the Aerostructures Filing Entities (or any of them), on the one hand, and any Loan Party or Subsidiary other than the Aerostructures Filing Entities, on the other hand; (hiv) Sales any sale, transfer or discounts without recourse lease of accounts receivable arising assets in the ordinary course of business which are replaced by substitute assets acquired or leased; provided such substitute assets are subject to the Banks’ Prior Security Interest to the extent such substitute assets are required to become Collateral hereunder or under any of the Loan Documents; (v) any sale, transfer, or lease of assets the after-tax proceeds of which, when added to the after-tax proceeds of other sales, transfers and leases of assets in connection the same fiscal year do not exceed, in the aggregate for TGI and its Subsidiaries, 5% of TGI’s consolidated total assets at the start of such fiscal year; (a) the Payment Discount Arrangements and (b) sales of Purchased Receivables (as defined in the BTMU Purchase Agreement); provided, that in the case of this clause (b), (x) the Outstanding Purchase Price (as defined in the BTMU Purchase Agreement) at any time shall not exceed $90,000,000, (y) the BTMU Cost of Funds Rate (as defined in the BTMU Purchase Agreement) shall not exceed the Euro-Rate with respect to a Dollar Loan with an Interest Period of one month by more than 1.0% (or such greater amount as agreed to by the compromise Administrative Agent) and (z) the BTMU Purchase Agreement may not be amended or collection thereofmodified without the prior written consent of the Administrative Agent; (vii) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (vi) above, which is approved by the Required Banks; (viii) to the extent done as part of the Receivables Facility, the sale, contribution, transfer, conveyance or assignment of Receivables and Related Rights by TGI and its Subsidiaries to the SP Sub and the sale by the SP Sub of individual variable percentage interests in the Purchased Interests to the Purchaser; and (ix) the sale or transfer of equipment in connection with a sale - leaseback transaction in which a Loan Party incurs Capital Lease Obligations provided the Loan Parties remain in compliance with Section 8.2.1(i)(g); (x) to the extent pursuant to a dissolution, liquidation or winding-up permitted by 8.2.6(iii) above; (xi) any conveyance, transfer or contribution of Capital Stock of a Subsidiary permitted by Section 8.2.4(viii) above; (xii) Specified Asset Sales set forth in clauses (i) Dispositions by any Subsidiary and (iii) of the Borrower definition thereof; (xiii) the Specified Real Estate Sales; and (xiv) any settlement made with respect to a dispute under a customer contract in the Borrower form of non-cash consideration and any subsequent sale or another Subsidiary other transfer of such non-cash consideration for cash or Cash Equivalents; provided that the Borrowerproceeds of such sale or other transfer (net of any bona fide direct documented and reasonable costs incurred in connection with such sale or other transfer) shall be (a) first, applied to repay the outstanding Revolving Credit Loans until such time that the outstanding Revolving Credit Loans have been repaid in full and (b) thereafter, used to perform the obligations of TGI and its Subsidiaries under such customer contract.

Dispositions of Assets or Subsidiaries. The Borrower Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose ofto Dispose, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests Equity Interests of a Subsidiary of the Borrower) (each, a “Disposition”such Loan Party), except:except the following (which in each case, except in the case of paragraph (ii) below, is on arm’s-length terms): (ai) Dispositions transactions involving the sale of obsolete or worn out property or property no longer useful in the business of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, inventory in the ordinary course of business; (bii) Dispositions any sale, transfer or lease of Collateral to the extent that no such Disposition results in a Collateral Shortfall at any time; (c) Dispositions of Investments held in the Borrower’s investment portfolio (including Investments in Subsidiaries and Joint Ventures, either held directly or indirectly by the Borrower, but excluding the Collateral) assets in the ordinary course of business which are no longer necessary or required in the conduct of such Loan Party’s or such Subsidiary’s business; (diii) Dispositions any sale, transfer or lease of equipment assets by any Loan Party or real property wholly owned Subsidiary of a Loan Party to a Loan Party; DMFIRM #404836892 v17 93 (iv) any sale, transfer or lease of assets in the extent that (i) such property is exchanged for credit against the purchase price ordinary course of similar replacement property business which are replaced by substitute assets acquired or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement propertyleased; (ev) Dispositions leases and subleases of real property for fair market value; (f) Leasesand non-exclusive licenses of intellectual property, subleasesin each case, licenses or sublicenses of property granted to third parties in the ordinary course of business and which do in the reasonable business judgment of such Loan Party or Subsidiary; (vi) Dispositions of Permitted Investments disposed of by any member of the Group for cash or other Permitted Investments; (vii) Dispositions arising from (a) a casualty or (b) a condemnation or other taking by an Official Body; (viii) the abandonment or other Disposition of intellectual property that is, in the reasonable judgment of the Parent, no longer economically practical to maintain and not materially interfere with material to the conduct of the business of the Borrower and Parent or its Subsidiaries, taken as a whole; (gix) Transfers of property subject to casualty events upon receipt of the insurance payments with respect to such casualty events; (h) Sales or discounts without recourse Dispositions of accounts receivable arising in connection with the collection, compromise or settlement thereof in the ordinary course of business in connection with the compromise or collection thereof; andand not as part of a financing transaction; (x) any Disposition, other than those specifically excepted pursuant to clauses (i) Dispositions by any Subsidiary of through (ix) above, which results in after-tax net proceeds in an amount not more than $5,000,000 in the Borrower to aggregate with all other sales, transfers, licenses or leases permitted under this clause (x) occurring from and after the Borrower or another Subsidiary of the BorrowerClosing First Amendment Effective Date.

Dispositions of Assets or Subsidiaries. The Borrower Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries (other than Excluded Subsidiaries) to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of the Borrower) (each, a “Disposition”such Loan Party), except: (ai) Dispositions transactions involving the sale of obsolete or worn out property or property no longer useful inventory and discounts of accounts receivable in the business of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, each case in the ordinary course of business; (bii) Dispositions any sale, transfer or lease of Collateral to assets in the extent that ordinary course of business which are no longer necessary or required in the conduct of such Disposition results in a Collateral Shortfall at any timeLoan Party's or such Subsidiary's business; (ciii) Dispositions any sale, transfer or lease of Investments held in the Borrower’s investment portfolio assets by any wholly owned Subsidiary of such Loan Party to another Loan Party, or by any Loan Party to another Loan Party; (including Investments in iv) leases, sales or other dispositions of its property (exclusive of Sale and Leaseback Transactions) that, together with all other property of Parent and its Subsidiaries and Joint Ventures(other than Excluded Subsidiaries) previously leased, either held directly sold or indirectly by the Borrower, but excluding the Collateral) disposed of (other than Inventory in the ordinary course of business) as permitted by this Section during the twelve-month period ending with the month in which any such lease, sale or other disposition occurs, do not constitute a Substantial Portion of the property of Parent and its Subsidiaries (other than Excluded Subsidiaries) ; (dv) Dispositions leases, sales or other dispositions of equipment or real its property to (exclusive of Sale and Leaseback Transactions) that exceed the extent limitation set forth in subsection (iv) above; provided, that (i) such property is exchanged for credit against there then exists no Event of Default or Potential Default and Parent provides the purchase price of similar replacement property or Administrative Agent a satisfactory pro forma Compliance Certificate showing compliance with all financial covenants, and (ii) the proceeds aggregate Revolving Credit Commitments are reduced by the excess of the Net Cash Proceeds received in connection with such Disposition are promptly applied to disposition over the purchase price of such replacement propertylimitation in subsection (iv) above; (evi) Dispositions of property for fair market value;Sale and Leaseback Transactions as permitted by Section 8.2.15 [Sale and Leaseback Transactions]; or (fvii) Leasesany sale, subleasestransfer or lease of assets, licenses or sublicenses of property in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Subsidiaries; (g) Transfers of property subject other than those specifically excepted pursuant to casualty events upon receipt of the insurance payments with respect to such casualty events; (h) Sales or discounts without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; and clauses (i) Dispositions through (vi) above, which is approved by any Subsidiary of the Borrower to the Borrower or another Subsidiary of the BorrowerRequired Lenders.

Dispositions of Assets or Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any substantial part (as defined below) of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stockequity interests, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of the Borrower) (each, a “Disposition”Borrower or its Subsidiaries), except: (ai) Dispositions transactions involving the sale of obsolete or worn out property or property no longer useful in the business of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, inventory in the ordinary course of business; (b) Dispositions of Collateral to the extent that no such Disposition results in a Collateral Shortfall at any time; (c) Dispositions of Investments held in the Borrower’s investment portfolio (including Investments in Subsidiaries and Joint Ventures, either held directly or indirectly by the Borrower, but excluding the Collateral) in the ordinary course of business; (d) 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 any sale, transfer or lease of such Disposition are promptly applied to the purchase price of such replacement property; (e) Dispositions of property for fair market value; (f) Leases, subleases, licenses or sublicenses of property assets in the ordinary course of business which are no longer necessary or required in the conduct of the Borrower’s or such Subsidiary’s business; (iii) any sale, transfer or lease of assets by any Wholly-Owned Subsidiary of the Borrower or its Subsidiaries to the Borrower or its Subsidiaries; (iv) any sale, transfer or lease of assets owned by Red River Mining Company or any of its Subsidiaries as of the date of this Agreement; (v) any sale, transfer or lease of assets by a Project Mining Subsidiary to its customers, provided that no Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom; and (vi) any sale, transfer or lease of assets in the ordinary course of business which do not materially interfere are replaced by substitute assets acquired or leased in connection with any capital expenditures or capitalized leases. Notwithstanding the above, the Borrower or any Subsidiary may sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Borrower and its Subsidiaries if (a) such assets are sold for cash in an arm’s-length transaction for fair market value to a Person other than an Affiliate; (b) at such time and after giving effect thereto, no Event of Default shall have occurred and be continuing; (c) the Debt/EBITDA Ratio as of the last day of the fiscal quarter ending immediately prior to such sale, lease or disposition, giving pro forma effect to such sale, lease or disposition as it if it had occurred on the last day of such fiscal quarter, is less than or equal to 2.75 to 1.0; (d) the Unused Revolving Credit Commitment immediately after giving effect to such sale, lease or disposition is greater than or equal to $15,000,000; and (e) an amount equal to the Net Proceeds received from such sale, lease or other disposition (but excluding any portion of the Net Proceeds which are attributable to assets which constitute less than a substantial part of the assets of the Borrower and its Subsidiaries) shall be used, in any combination: (1) within two years of such sale, lease or disposition to acquire productive assets used or useful in carrying on the business of the Borrower and its Subsidiaries;Subsidiaries and having a value at least equal to the value of such assets sold, leased or otherwise disposed of; or (g2) Transfers within two years of property subject such sale, lease or disposition to casualty events upon receipt prepay or retire consolidated Indebtedness of the insurance payments with respect Borrower and/or its Subsidiaries. As used in this Section, a sale, lease or other disposition of assets shall be deemed to be a “substantial part” of the assets of the Borrower and its Subsidiaries if the book value of such casualty events; assets, when added to the book value of all other assets sold, leased or otherwise disposed of by the Borrower and its Subsidiaries during the same fiscal year, exceeds 15% of the book value of Consolidated Total Assets, determined as of the end of the fiscal year immediately preceding such sale, lease or other disposition; provided that there shall be excluded from any determination of a “substantial part” any (hi) Sales sale or discounts without recourse disposition of accounts receivable arising assets in the ordinary course of business in connection with the compromise or collection thereof; and (i) Dispositions by any Subsidiary of the Borrower and its Subsidiaries, and (ii) any transfer of assets from the Borrower to any Wholly-Owned Subsidiary or from any Subsidiary to the Borrower or another Subsidiary of the Borrowera Wholly-Owned Subsidiary.

Dispositions of Assets or Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any substantial part (as defined below) of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stockequity interests, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of the Borrower) (each, a “Disposition”Borrower or its Subsidiaries), except: (ai) Dispositions transactions involving the sale of obsolete or worn out property or property no longer useful in the business of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, inventory in the ordinary course of business; (b) Dispositions of Collateral to the extent that no such Disposition results in a Collateral Shortfall at any time; (c) Dispositions of Investments held in the Borrower’s investment portfolio (including Investments in Subsidiaries and Joint Ventures, either held directly or indirectly by the Borrower, but excluding the Collateral) in the ordinary course of business; (d) 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 any sale, transfer or lease of such Disposition are promptly applied to the purchase price of such replacement property; (e) Dispositions of property for fair market value; (f) Leases, subleases, licenses or sublicenses of property assets in the ordinary course of business which are no longer necessary or required in the conduct of the Borrower's or such Subsidiary's business; (iii) any sale, transfer or lease of assets by any Wholly-Owned Subsidiary of the Borrower or its Subsidiaries to the Borrower or its Subsidiaries; (iv) any sale, transfer or lease of assets by a Project Mining Subsidiary to its customers, provided that no Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom; and (v) any sale, transfer or lease of assets in the ordinary course of business which do not materially interfere are replaced by substitute assets acquired or leased in connection with any capital expenditures or capitalized leases. Notwithstanding the above, the Borrower or any Subsidiary may sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Borrower and its Subsidiaries if (a) such assets are sold for cash in an arm’s-length transaction for fair market value to a Person other than an Affiliate; (b) at such time and after giving effect thereto, no Event of Default shall have occurred and be continuing; (c) the Debt/EBITDA Ratio as of the last day of the fiscal quarter ending immediately prior to such sale, lease or disposition, giving pro forma effect to such sale, lease or disposition as it if it had occurred on the last day of such fiscal quarter, is less than or equal to 3.00 to 1.0; (d) the Unused Revolving Credit Commitment immediately after giving effect to such sale, lease or disposition is greater than or equal to $15,000,000; and (e) an amount equal to the Net Proceeds received from such sale, lease or other disposition (but excluding any portion of the Net Proceeds which are attributable to assets which constitute less than a substantial part of the assets of the Borrower and its Subsidiaries) shall be used, in any combination: (1) within two years of such sale, lease or disposition to acquire productive assets used or useful in carrying on the business of the Borrower and its Subsidiaries;Subsidiaries and having a value at least equal to the value of such assets sold, leased or otherwise disposed of; or (g2) Transfers within two years of property subject such sale, lease or disposition to casualty events upon receipt prepay or retire consolidated Indebtedness of the insurance payments with respect Borrower and/or its Subsidiaries. As used in this Section, a sale, lease or other disposition of assets shall be deemed to be a "substantial part" of the assets of the Borrower and its Subsidiaries if the book value of such casualty events; assets, when added to the book value of all other assets sold, leased or otherwise disposed of by the Borrower and its Subsidiaries during the same fiscal year, exceeds 15% of the book value of Consolidated Total Assets, determined as of the end of the fiscal year immediately preceding such sale, lease or other disposition; provided that there shall be excluded from any determination of a "substantial part" any (hi) Sales sale or discounts without recourse disposition of accounts receivable arising assets in the ordinary course of business in connection with the compromise or collection thereof; and (i) Dispositions by any Subsidiary of the Borrower and its Subsidiaries, and (ii) any transfer of assets from the Borrower to any Wholly-Owned Subsidiary or from any Subsidiary to the Borrower or another Subsidiary of the Borrowera Wholly-Owned Subsidiary.

Dispositions of Assets or Subsidiaries. The Borrower shall not, and Each of the Loan Parties shall not permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of such Loan Party) which are, or would become, Collateral under any of the Borrower) (each, a “Disposition”)Loan Documents, except: (ai) Dispositions transactions involving the sale of obsolete or worn out property or property no longer useful in the business of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, inventory in the ordinary course of business; (b) Dispositions of Collateral to the extent that no such Disposition results in a Collateral Shortfall at any time; (c) Dispositions of Investments held in the Borrower’s investment portfolio (including Investments in Subsidiaries and Joint Ventures, either held directly or indirectly by the Borrower, but excluding the Collateral) in the ordinary course of business; (d) 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 any sale, transfer or lease of such Disposition are promptly applied to the purchase price of such replacement property; (e) Dispositions of property for fair market value; (f) Leases, subleases, licenses or sublicenses of property assets in the ordinary course of business and which do not materially interfere with are obsolete or no longer necessary or required in the business conduct of such Loan Party's or such Subsidiary's business, including the sale, transfer or exchange of any owned or leased Real Property, or the election by the Borrower and to terminate or to allow to expire the leases of any Real Property, that the Borrower has determined is not necessary or feasible for use in its Subsidiariesmining operations; (giii) Transfers any sale, transfer or lease of property subject to casualty events upon receipt of the insurance payments with respect to such casualty events; (h) Sales or discounts without recourse of accounts receivable arising assets in the ordinary course of business which are replaced by substitute assets acquired or leased; provided such substitute assets are subject to the Lenders' Prior Security Interest (subject to Permitted Liens); (iv) [reserved]; (v) a disposition of assets acquired in connection with a Permitted Acquisition, within 270 days of such Permitted Acquisition, that are not necessary or required in the compromise conduct of such Loan Party's business; (vi) any sale, transfer or collection thereoflease of assets, including Borrower's interests in any Subsidiary other than Hallador Sands or any Subsidiary of Hallador Sands, the aggregate amount of which does not exceed $10,000,000, other than those specifically excepted pursuant to clauses (i) through (v) above; (vii) subject to the mandatory prepayment requirements of Section 5.7.4, the sale of Borrower's equity interests in Hallador Sands or any Subsidiary of Hallador Sands, provided that (A) the Borrower (x) retains at least 51% of the equity of Hallador Sands and/or such Subsidiary of Hallador Sands, as applicable, or (y) sells I00% of its equity in Hallador Sands and/or any Subsidiary of Hallador Sands, as applicable, (B) the Borrower receives fair market value for the sale of such equity, and (C) 75% or more of the consideration for the sale of such interests in Hallador Sands and/or any Subsidiary of Hallador Sands shall be in cash and/or cash equivalents; and (viii) any sale, transfer or lease of assets from one Loan Party to another Loan Party so long as the Loan Parties provide the Administrative Agent with ten (10) days written notice prior to such sale, transfer or lease and, in the event that such assets are or would become Collateral under any of the Loan Documents, the Loan Parties shall cooperate fully in ensuring that a Lien in such assets shall be continued or granted, as applicable, in favor of the Administrative Agent for the benefit of the Lenders and such Loan Party shall take such other steps as the Administrative Agent deems reasonable and/or necessary to faithfully preserve and protect the Administrative Agent's Lien on and Prior Security Interest in, such Collateral unless such Collateral may otherwise be released pursuant to clauses (i) Dispositions by any Subsidiary through (vii) of the Borrower to the Borrower or another Subsidiary of the Borrowerthis Section 8.2.7.

Dispositions of Assets or Subsidiaries. The Borrower Borrowers shall not, and shall not permit any of its their Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, interest or partnership interests or limited liability company interests of a Subsidiary of the any Borrower) (each, a “Disposition”), except: (ai) Dispositions transactions involving the sale of obsolete or worn out property or property no longer useful in the business of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, inventory in the ordinary course of business; (b) Dispositions of Collateral to the extent that no such Disposition results in a Collateral Shortfall at any time; (c) Dispositions of Investments held in the Borrower’s investment portfolio (including Investments in Subsidiaries and Joint Ventures, either held directly or indirectly by the Borrower, but excluding the Collateral) in the ordinary course of business; (d) 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 any sale, transfer or lease of such Disposition are promptly applied to the purchase price of such replacement property; (e) Dispositions of property for fair market value; (f) Leases, subleases, licenses or sublicenses of property assets in the ordinary course of business and which do not materially interfere with are no longer necessary or required in the business conduct of the Borrower and its Subsidiariesany Borrower’s or such Subsidiary’s business; (giii) Transfers any sale, transfer or lease of property subject to casualty events upon receipt assets by (a) any Subsidiary of the insurance payments with respect a Borrower to such casualty eventsBorrower or another Loan Party or (b) any non-Loan Party Subsidiary to another non-Loan Party Subsidiary; provided that, from and after the Aerostructures Bankruptcy Effective Date, clause (iii)(a) shall not apply to any sale, transfer or lease of assets between or among the Aerostructures Filing Entities (or any of them), on the one hand, and any Loan Party or Subsidiary other than the Aerostructures Filing Entities, on the other hand; (hiv) Sales any sale, transfer or discounts without recourse lease of accounts receivable arising assets in the ordinary course of business which are replaced by substitute assets acquired or leased; provided such substitute assets are subject to the Banks’ Prior Security Interest to the extent such substitute assets are required to become Collateral hereunder or under any of the Loan Documents; (v) any sale, transfer, or lease of assets the after-tax proceeds of which, when added to the after-tax proceeds of other sales, transfers and leases of assets in connection the same fiscal year do not exceed, in the aggregate for TGI and its Subsidiaries, 5% of TGI’s consolidated total assets at the start of such fiscal year; (vi) (a) the Payment Discount Arrangements and (b) sales of Purchased Receivables (as defined in the BTMU Purchase Agreement); provided, that in the case of this clause (b), (x) the Outstanding Purchase Price (as defined in the BTMU Purchase Agreement) at any time shall not exceed $90,000,000, (y) the BTMU Cost of Funds Rate (as defined in the BTMU Purchase Agreement) shall not exceed the Euro-Rate with respect to a Dollar Loan with an Interest Period of one month by more than 1.0% (or such greater amount as agreed to by the compromise Administrative Agent) and (z) the BTMU Purchase Agreement may not be amended or collection thereofmodified without the prior written consent of the Administrative Agent; (vii) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (vi) above, which is approved by the Required Banks; (viii) to the extent done as part of the Receivables Facility, the sale, contribution, transfer, conveyance or assignment of Receivables and Related Rights by TGI and its Subsidiaries to the SP Sub and the sale by the SP Sub of individual variable percentage interests in the Purchased Interests to the Purchaser; and (ix) the sale or transfer of equipment in connection with a sale - leaseback transaction in which a Loan Party incurs Capital Lease Obligations provided the Loan Parties remain in compliance with Section 8.2.1(i)(g); (x) to the extent pursuant to a dissolution, liquidation or winding-up permitted by 8.2.6(iii) above; (xi) any conveyance, transfer or contribution of Capital Stock of a Subsidiary permitted by Section 8.2.4(viii) above; (xii) Specified Asset Sales set forth in clauses (i) Dispositions by any Subsidiary and (iii) of the Borrower definition thereof; (xiii) the Specified Real Estate Sales; and (xiv) any settlement made with respect to a dispute under a customer contract in the Borrower form of non-cash consideration and any subsequent sale or another Subsidiary other transfer of such non-cash consideration for cash or Cash Equivalents; provided that the Borrowerproceeds of such sale or other transfer (net of any bona fide direct documented and reasonable costs incurred in connection with such sale or other transfer) shall be (a) first, applied to repay the outstanding Revolving Credit Loans until such time that the outstanding Revolving Credit Loans have been repaid in full and (b) thereafter, used to perform the obligations of TGI and its Subsidiaries under such customer contract.

Dispositions of Assets or Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, interest or partnership interests or limited liability company interests of a Subsidiary of the Borrower) (each, a “Disposition”), except: (ai) Dispositions transactions involving the sale of obsolete or worn out property or property no longer useful in the business of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, inventory in the ordinary course of business; (b) Dispositions of Collateral to the extent that no such Disposition results in a Collateral Shortfall at any time; (c) Dispositions of Investments held in the Borrower’s investment portfolio (including Investments in Subsidiaries and Joint Ventures, either held directly or indirectly by the Borrower, but excluding the Collateral) in the ordinary course of business; (d) 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 any sale, transfer or lease of such Disposition are promptly applied to the purchase price of such replacement property; (e) Dispositions of property for fair market value; (f) Leases, subleases, licenses or sublicenses of property assets in the ordinary course of business and which do not materially interfere with are no longer necessary or required in the business conduct of the Borrower and its SubsidiariesBorrower’s or such Subsidiary’s business; (giii) Transfers any sale, transfer or lease of property subject to casualty events upon receipt of the insurance payments with respect to such casualty events; assets by (ha) Sales or discounts without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; and (i) Dispositions by any Subsidiary of the Borrower to the Borrower or another Loan Party or (b) any non-Loan Party Subsidiary to another non-Loan Party Subsidiary; (iv) any sale, transfer or lease of assets in the ordinary course of business which are replaced by substitute assets acquired or leased; provided such substitute assets are subject to the Banks’ Prior Security Interest to the extent such substitute assets are required to become Collateral hereunder or under any of the Loan Documents; (v) any sale, transfer, or lease of assets the after-tax proceeds of which, when added to the after-tax proceeds of other sales, transfers and leases of assets in the same fiscal year, do not exceed, in the aggregate for the Borrower and its Subsidiaries, 5% of the Borrower’s consolidated total assets at the start of such fiscal year; (vi) the Payment Discount Arrangements; (vii) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (vi) above, which is approved by the Required Banks; (viii) to the extent done as part of the Receivables Facility, the sale, contribution, transfer, conveyance or assignment of Receivables and Related Rights by the Borrower and its Subsidiaries to the SP Sub and the sale by the SP Sub of individual variable percentage interests in the Purchased Interests to the Purchaser; and (ix) to the extent pursuant to a dissolution, liquidation or winding-up permitted by 5.2.6(iii) above.

Dispositions of Assets or Subsidiaries. The Borrower Borrowers shall not, and shall not permit any of its their Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, interest or partnership interests or limited liability company interests of a Subsidiary of the any Borrower) (each, a “Disposition”), except: (ai) Dispositions transactions involving the sale of obsolete or worn out property or property no longer useful in the business of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, inventory in the ordinary course of business; (b) Dispositions of Collateral to the extent that no such Disposition results in a Collateral Shortfall at any time; (c) Dispositions of Investments held in the Borrower’s investment portfolio (including Investments in Subsidiaries and Joint Ventures, either held directly or indirectly by the Borrower, but excluding the Collateral) in the ordinary course of business; (d) 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 any sale, transfer or lease of such Disposition are promptly applied to the purchase price of such replacement property; (e) Dispositions of property for fair market value; (f) Leases, subleases, licenses or sublicenses of property assets in the ordinary course of business and which do not materially interfere with are no longer necessary or required in the business conduct of the Borrower and its Subsidiariesany Borrower’s or such Subsidiary’s business; (giii) Transfers any sale, transfer or lease of property subject to casualty events upon receipt assets by (a) any Subsidiary of the insurance payments with respect a Borrower to such casualty eventsBorrower or another Loan Party or (b) any non-Loan Party Subsidiary to another non-Loan Party Subsidiary; (hiv) Sales any sale, transfer or discounts without recourse lease of accounts receivable arising assets in the ordinary course of business which are replaced by substitute assets acquired or leased; provided such substitute assets are subject to the Banks’ Prior Security Interest to the extent such substitute assets are required to become Collateral hereunder or under any of the Loan Documents; (v) any sale, transfer, or lease of assets the after-tax proceeds of which, when added to the after-tax proceeds of other sales, transfers and leases of assets in connection the same fiscal year do not exceed, in the aggregate for TGI and its Subsidiaries, 10% of TGI’s consolidated total assets at the start of such fiscal year; provided that the Net Asset Sale Proceeds of any such sale, transfer, or lease of assets are reinvested to acquire (including, through a Permitted Acquisition), maintain, develop, construct, improve, upgrade or repair assets useful for the business of TGI and its Subsidiaries within the earlier of (a) 360 days of the receipt of such Net Asset Sale Proceeds and (b) ten (10) Business Days prior to the date on which such Net Asset Sale Proceeds are required to be reinvested pursuant to the terms of the documents governing the 2013 Bonds and/or the 2014 Bonds such that TGI is not required to make an offer to purchase the 2013 Bonds and/or the 2014 Bonds; provided further that any such Net Asset Sale Proceeds that are not reinvested as required by the foregoing proviso shall be applied to prepay the Loans and/or permanently reduce the Commitments in accordance with Section 5.6.3; (vi) (a) the compromise Payment Discount Arrangements and (b) sales of Purchased Receivables (as defined in the BTMU Purchase Agreement); provided, that in the case of this clause (b), (x) the Outstanding Purchase Price (as defined in the BTMU Purchase Agreement) at any time shall not exceed $90,000,000, (y) the BTMU Cost of Funds Rate (as defined in the BTMU Purchase Agreement) shall not exceed the Euro-Rate with respect to a Dollar Loan with an Interest Period of one month by more than 1.0% (or collection thereofsuch greater amount as agreed to by the Administrative Agent) and (z) the BTMU Purchase Agreement may not be amended or modified without the prior written consent of the Administrative Agent; (vii) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (vi) above, which is approved by the Required Banks; (viii) to the extent done as part of the Receivables Facility, the sale, contribution, transfer, conveyance or assignment of Receivables and Related Rights by TGI and its Subsidiaries to the SP Sub and the sale by the SP Sub of individual variable percentage interests in the Purchased Interests to the Purchaser; and (iix) Dispositions by any Subsidiary the sale or transfer of equipment in connection with a sale - leaseback transaction in which a Loan Party incurs Capital Lease Obligations provided the Borrower Loan Parties remain in compliance with Section 8.2.1(i)(g); (x) to the Borrower extent pursuant to a dissolution, liquidation or another winding-up permitted by 8.2.6(iii) above; and (xi) any conveyance, transfer or contribution of Capital Stock of a Subsidiary of the Borrowerpermitted by Section 8.2.4(viii) above.

Dispositions of Assets or Subsidiaries. The Borrower No Loan Party shall, nor shall not, and shall not any Loan Party permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose Dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition Disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests or other Equity Interests of a Subsidiary of the Borrower) (each, a “Disposition”such Loan Party), except: (a) Dispositions transactions involving the sale of obsolete or worn out property or property no longer useful in the business of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, inventory to customers in the ordinary course of business; (bi) Dispositions any termination of Collateral to the extent that no such Disposition results in a Collateral Shortfall at any time; (c) Dispositions of Investments held lease or sublease in the Borrower’s investment portfolio ordinary course of business, (ii) any expiration of any option agreement in respect of real or personal property and (iii) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or litigation claims (including Investments in Subsidiaries and Joint Ventures, either held directly or indirectly by the Borrower, but excluding the Collateraltort) in the ordinary course of business; (c) any Disposition of assets by any Loan Party to another Loan Party; (d) Dispositions any Disposition of equipment or real property to Cash Equivalents in the extent that (i) such property is exchanged for credit against the purchase price ordinary course of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property;business (e) Dispositions any Disposition of property for fair market value; (f) Leases, subleases, licenses obsolete or sublicenses of property worn-out assets in the ordinary course of business and which do not materially interfere with that are no longer necessary or required in the business conduct of the Borrower and its Subsidiariessuch Loan Party’s or such Subsidiary’s business; (f) any Disposition (i) permitted by Section 7.7 or (ii) pursuant to a Casualty Event; (g) Transfers the Disposition of property subject to casualty events upon receipt assets on the Closing Date or any Subsequent Closing (as such term is defined in the T-Mobile Asset Purchase Agreement) pursuant to, and consummation of the insurance payments with respect transactions contemplated by, the T-Mobile Asset Purchase Agreement and the Disposition of the T-Mobile Transition Services Assets after the Closing Date pursuant to such casualty eventsthe terms of the Transition Services Agreement; (h) Sales or discounts without recourse of accounts receivable arising any Disposition by any Loan Party to any Excluded Subsidiary, so long as such Dispositions do not exceed $10,000,000 in the ordinary course aggregate over the term of business the Facilities and do not consist of any Equity Interest of any Loan Party; (i) transactions, including Dispositions, pursuant to the Reorganization, the Contribution and the Borrower Transition; (j) Dispositions of all or substantially all of the cell tower assets in connection one or a series of related transactions for fair market value; provided, that (i) at the time of such Disposition, no Event of Default shall exist or result therefrom and (ii) no less than 75% of the purchase price for such cell tower assets shall be paid to the Borrower or applicable Subsidiary in (x) cash or Cash Equivalents or (y) broadband or other telecommunications assets; (k) Dispositions made to comply with any order of any Governmental Authority or any applicable requirement of Law; (l) other Dispositions of up to 15% of Consolidated total assets of the compromise Borrower in the aggregate from and after the Closing Date upon fair and reasonable arm’s-length terms and conditions; provided, that no such Disposition shall consist of any Equity Interest of any Loan Party unless all of the Equity Interest of such Loan Party owned directly or collection thereofindirectly by any other Loan Party are subject to such Disposition; (m) other Dispositions of up to $10,000,000 in the aggregate from and after the Closing Date; provided, that no such Disposition shall consist of any Equity Interest of any Loan Party; and (in) Dispositions by any Subsidiary of the Borrower solely in cash to Shentel Foundation, a Virginia nonstock corporation, subject to the Borrower or another Subsidiary of the Borrowerdollar limitation set forth in Section 7.3(c)(v).

Dispositions of Assets or Subsidiaries. The Borrower shall not, and shall not permit Make any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of the Borrower) (each, a “Asset Disposition”), except: (a) Dispositions any sale, transfer or lease of obsolete or worn out property or property no longer useful in the business of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, assets in the ordinary course of business which are no longer necessary or required in the conduct of such Loan Party’s or such Subsidiary’s business; (b) Dispositions any Asset Disposition of Collateral to surplus, obsolete, used or worn out property or other property that, in the extent that reasonable judgment of the Borrower, is no such Disposition results longer useful in a Collateral Shortfall at any timeits business; (c) Dispositions any Asset Disposition of Investments held Receivables Assets in the Borrower’s investment portfolio (including Investments connection with a factoring facility in Subsidiaries and Joint Ventures, either held directly an aggregate outstanding principal amount not to exceed $25,000,000 at any time entered into by a Non-Guarantor Subsidiary undertaken consistent with past practice or indirectly by the Borrower, but excluding the Collateral) in the ordinary course of business; (d) Dispositions any Asset Disposition of equipment cash and Cash Equivalents pursuant to transactions otherwise permitted under this Agreement (including pursuant to Section 8.3 [Investments]) or real property to otherwise in the extent that (i) such property is exchanged for credit against the purchase price ordinary course of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement propertybusiness; (e) Dispositions any Asset Disposition of property for fair market valueReceivables Assets pursuant to Permitted Securitization Programs; (f) Leases, subleases, licenses or sublicenses (A) the sale of property defaulted receivables in the ordinary course of business and which do not materially interfere as part of a Permitted Securitization Program and (B) Asset Dispositions of receivables in connection with the business of the Borrower and its Subsidiaries; (g) Transfers of property subject to casualty events upon receipt of the insurance payments with respect to such casualty events; (h) Sales compromise, settlement or discounts without recourse of accounts receivable arising collection thereof in the ordinary course of business or in connection bankruptcy or similar proceeding; (g) licensing, sublicensing and cross-licensing arrangements involving any technology or other intellectual property of the Borrower or any Subsidiary in the ordinary course of business or lapse or abandonment of intellectual property rights in the ordinary course of business that, in the reasonable judgment of the Borrower, is no longer useful in its business; (h) Permitted Asset Swaps; (A) the grant in the ordinary course of business of any non-exclusive easements, permits, licenses, rights of way, surface leases or other surface rights or interests and (B) any lease, sublease or license of assets (with the compromise Borrower or collection thereof; anda Subsidiary as the lessor, sublessor or licensor) in the ordinary course of business; (i) Dispositions of condemned property as a result of the exercise of “eminent domain” or other similar policies or (ii) Dispositions of properties that have been subject to a casualty event or act of god; (k) (i) any surrender or waiver of contractual rights or the settlement, release, or surrender of contractual rights or other litigation claims in the ordinary course of business or (ii) any settlement, discount, write off, forgiveness or cancellation of any Indebtedness owing by any Subsidiary present or former directors, officers, or employees of the Borrower or any Subsidiary or any of their successors or assigns; (l) the unwinding or termination of any Hedging Obligations or Cash Management Obligations; (m) to the extent constituting an Asset Disposition, the making of an Investment permitted pursuant to Section 8.3 [Loans and Investments]; (n) any Asset Disposition for an aggregate fair market value of consideration received since the Closing Date of not more than $500,000,000, so long as (i) no Potential Default or Event of Default has occurred and is continuing or would result therefrom, (ii) Liquidity is not less than $400,000,000 after giving effect thereto, (iii) the consideration received for such Asset Disposition shall be in an amount at least equal to the fair market value thereof as reasonably determined by the Borrower in good faith and (iv) at least 75% of the consideration for such Asset Dispositions undertaken pursuant to this Section 8.6(n) shall be paid in cash or Cash Equivalents, provided that, for purposes of this provision, each of the following shall be deemed to be cash: (i) any securities, notes, other obligations or assets received by the Borrower or another any Subsidiary from such transferee that are converted by the Borrower or such Subsidiary into cash or Cash Equivalents within 180 days of the Borrowerreceipt thereof, to the extent of the cash or Cash Equivalents received in that conversion; (ii) any liabilities of the Borrower or any Subsidiary (other than subordinated liabilities) that are assumed by the transferee of any such assets and as a result of which the Borrower or such Subsidiary is released from further liability; and (iii) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Asset Disposition in an aggregate amount at any one time outstanding not exceeding $25,000,000; (o) Dispositions of assets having a fair market value not exceeding $50,000,000 in the aggregate for all such Dispositions; (p) the unwinding or termination of any Hedging Obligations or Cash Management Obligations; and (q) Dispositions between a Loan Party and a Non-Guarantor Subsidiary to the extent such Disposition would be permitted by Section 8.3(e).

Dispositions of Assets or Subsidiaries. The Borrower Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries (other than Excluded Subsidiaries) to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of the Borrower) (each, a “Disposition”such Loan Party), except: (ai) Dispositions transactions involving the sale of obsolete or worn out property or property no longer useful inventory and discounts of accounts receivable in the business of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, each case in the ordinary course of business; (bii) Dispositions any sale, transfer or lease of Collateral to assets in the extent that ordinary course of business which are no longer necessary or required in the conduct of such Disposition results in a Collateral Shortfall at any timeLoan Party's or such Subsidiary's business; (ciii) Dispositions any sale, transfer or lease of Investments held in the Borrower’s investment portfolio assets by any wholly owned Subsidiary of such Loan Party to another Loan Party, or by any Loan Party to another Loan Party; (including Investments in iv) leases, sales or other dispositions of its property (exclusive of Sale and Leaseback Transactions) that, together with all other property of Parent and its Subsidiaries and Joint Ventures(other than Excluded Subsidiaries) previously leased, either held directly sold or indirectly by the Borrower, but excluding the Collateral) disposed of (other than Inventory in the ordinary course of business) as permitted by this Section during the twelve-month period ending with the month in which any such lease, sale or other disposition occurs, do not constitute a Substantial Portion of the property of Parent and its Subsidiaries (other than Excluded Subsidiaries); (dv) Dispositions leases, sales or other dispositions of equipment or real its property to (exclusive of Sale and Leaseback Transactions) that exceed the extent limitation set forth in subsection (iv) above; provided, that (i) such property is exchanged for credit against there then exists no Event of Default or Potential Default and Parent provides the purchase price of similar replacement property or Administrative Agent a reasonably satisfactory pro forma Compliance Certificate showing compliance with all financial covenants, and (ii) the proceeds aggregate Revolving Credit Commitments are reduced by the excess of the Net Cash Proceeds received in connection with such Disposition are promptly applied to disposition over the purchase price of such replacement propertylimitation in subsection (iv) above; (evi) Dispositions of property for fair market valueSale and Leaseback Transactions as permitted by Section 8.2.15 [Sale and Leaseback Transactions]; (fvii) Leases, subleases, licenses or sublicenses of property in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Subsidiaries;JackRabbit Disposition; or (gviii) Transfers any sale, transfer or lease of property subject assets, other than those specifically excepted pursuant to casualty events upon receipt of the insurance payments with respect to such casualty events; (h) Sales or discounts without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; and clauses (i) Dispositions through (vii) above, which is approved by any Subsidiary of the Borrower to the Borrower or another Subsidiary of the BorrowerRequired Lenders.

Dispositions of Assets or Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of the Borrower) (each, a “Disposition”), except: : (a) Dispositions of obsolete or worn out property or property no longer useful in the business of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, in the ordinary course of business; ; (b) Dispositions of Collateral to the extent that no such Disposition results in a Collateral Shortfall at any time; ; (c) Dispositions of Investments held in the Borrower’s 's investment portfolio (including Investments in Subsidiaries and Joint Ventures, either held directly or indirectly by the Borrower, but excluding the Collateral) in the ordinary course of business; ; (d) 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 promptly applied to the purchase price of such replacement property; ; (e) Dispositions of property for fair market value; ; (f) Leases, subleases, licenses or sublicenses of property in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Subsidiaries; ; (g) Transfers of property subject to casualty events upon receipt of the insurance payments with respect to such casualty events; ; (h) Sales or discounts without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; and and (i) Dispositions by any Subsidiary of the Borrower to the Borrower or another Subsidiary of the Borrower.

Dispositions of Assets or Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any substantial part (as defined below) of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stockequity interests, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of the Borrower) (each, a “Disposition”Borrower or its Subsidiaries), except:: business; (ai) Dispositions transactions involving the sale of obsolete or worn out property or property no longer useful in the business of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, inventory in the ordinary course of business;of (b) Dispositions of Collateral to the extent that no such Disposition results in a Collateral Shortfall at any time; (c) Dispositions of Investments held in the Borrower’s investment portfolio (including Investments in Subsidiaries and Joint Ventures, either held directly or indirectly by the Borrower, but excluding the Collateral) in the ordinary course of business; (d) 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 any sale, transfer or lease of such Disposition are promptly applied to the purchase price of such replacement property; (e) Dispositions of property for fair market value; (f) Leases, subleases, licenses or sublicenses of property assets in the ordinary course of business which are no longer necessary or required in the conduct of the Borrower's or such Subsidiary's business; (iii) any sale, transfer or lease of assets by any Wholly-Owned Subsidiary of the Borrower or its Subsidiaries to the Borrower or its Subsidiaries; (iv) any sale, transfer or lease of assets by a Project Mining Subsidiary to its customers, provided that no Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom; and (v) any sale, transfer or lease of assets in the ordinary course of business which do not materially interfere are replaced by substitute assets acquired or leased in connection with any capital expenditures or capitalized leases. Notwithstanding the above, the Borrower or any Subsidiary may sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Borrower and its Subsidiaries if (a) such assets are sold for cash in an arm’s-length transaction for fair market value to a Person other than an Affiliate; (b) at such time and after giving effect thereto, no Event of Default shall have occurred and be continuing; (c) the Debt/EBITDA Ratio as of the last day of the fiscal quarter ending immediately prior to such sale, lease or disposition, giving pro forma effect to such sale, lease or disposition as it if it had occurred on the last day of such fiscal quarter, is less than or equal to 3.00 to 1.0; (d) the Unused Revolving Credit Commitment immediately after giving effect to such sale, lease or disposition is greater than or equal to $15,000,000; and (e) an amount equal to the Net Proceeds received from such sale, lease or other disposition (but excluding any portion of the Net Proceeds which are attributable to assets which constitute less than a substantial part of the assets of the Borrower and its Subsidiaries) shall be used, in any combination: (1) within two years of such sale, lease or disposition to acquire productive assets used or useful in carrying on the business of the Borrower and its Subsidiaries;Subsidiaries and having a value at least equal to the value of such assets sold, leased or otherwise disposed of; or (g2) Transfers within two years of property subject such sale, lease or disposition to casualty events upon receipt prepay or retire consolidated Indebtedness of the insurance payments with respect Borrower and/or its Subsidiaries. As used in this Section, a sale, lease or other disposition of assets shall be deemed to be a "substantial part" of the assets of the Borrower and its Subsidiaries if the book value of such casualty events; assets, when added to the book value of all other assets sold, leased or otherwise disposed of by the Borrower and its Subsidiaries during the same fiscal year, exceeds 15% of the book value of Consolidated Total Assets, determined as of the end of the fiscal year immediately preceding such sale, lease or other disposition; provided that there shall be excluded from any determination of a "substantial part" any (hi) Sales sale or discounts without recourse disposition of accounts receivable arising assets in the ordinary course of business in connection with the compromise or collection thereof; and (i) Dispositions by any Subsidiary of the Borrower and its Subsidiaries, and (ii) any transfer of assets from the Borrower to any Wholly-Owned Subsidiary or from any Subsidiary to the Borrower or another Subsidiary of the Borrowera Wholly-Owned Subsidiary.

Dispositions of Assets or Subsidiaries. The Borrower shall not, and shall not permit any each of its Subsidiaries to, shall not sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of the Borrower) (each, a “Disposition”such Borrower or Subsidiary), except: (ai) Dispositions transactions involving the sale of obsolete or worn out property or property no longer useful in the business of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, inventory in the ordinary course of business; (b) Dispositions of Collateral to the extent that no such Disposition results in a Collateral Shortfall at any time; (c) Dispositions of Investments held in the Borrower’s investment portfolio (including Investments in Subsidiaries and Joint Ventures, either held directly or indirectly by the Borrower, but excluding the Collateral) in the ordinary course of business; (d) 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 any sale, transfer or lease of such Disposition are promptly applied to the purchase price of such replacement property; (e) Dispositions of property for fair market value; (f) Leases, subleases, licenses or sublicenses of property assets in the ordinary course of business and which do not materially interfere with are no longer necessary or required in the business conduct of the Borrower's or such Subsidiary's business; (iii) any sale, contribution, transfer or lease of assets by any wholly owned Subsidiary of the Borrower and or its SubsidiariesSubsidiaries to one another; (giv) Transfers any sale, purported sale, contribution, assignment, conveyance or transfer of property subject to casualty events upon receipt of assets contemplated by the insurance payments with respect to such casualty eventsReceivables Purchase Facility; (hv) Sales any sale, transfer or discounts without recourse lease of accounts receivable arising assets in the ordinary course of business in connection with which are replaced by substitute assets acquired or leased within the compromise parameters of Section 8.2.15 [Capital Expenditures and Leases]; provided such substitute assets are subject to the Lenders' Prior Security Interest; (vi) any sale, transfer or collection thereof; and lease of assets, other than those specifically excepted pursuant to clauses (i) Dispositions through (iv) above, which is approved by any Subsidiary the Required Lenders so long as the after-tax proceeds (as reasonably estimated by the Borrower) are applied as a mandatory prepayment of the Borrower Loans in accordance with the provisions of Section 5.7.1 [Sale of Assets] above; or (vii) dividends and related distributions permitted pursuant to the Borrower or another Subsidiary of the BorrowerSection 8.2.5 [Dividends and Related Distributions].

Dispositions of Assets or Subsidiaries. The Borrower No Loan Party shall, nor shall not, and shall not any Loan Party permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose Dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition Disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests or other Equity Interests of a Subsidiary of the Borrower) (each, a “Disposition”such Loan Party), except: (a) Dispositions transactions involving the sale of obsolete or worn out property or property no longer useful in the business of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, inventory to customers in the ordinary course of business; (bi) Dispositions any termination of Collateral to the extent that no such Disposition results in a Collateral Shortfall at any time; (c) Dispositions of Investments held lease or sublease in the Borrower’s investment portfolio ordinary course of business, (ii) any expiration of any option agreement in respect of real or personal property and (iii) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or litigation claims (including Investments in Subsidiaries and Joint Ventures, either held directly or indirectly by the Borrower, but excluding the Collateraltort) in the ordinary course of business; (c) any Disposition of assets by any Loan Party to another Loan Party; (d) Dispositions any Disposition of equipment Cash Equivalents in the ordinary course of business (e) any Disposition of obsolete or real property to worn-out assets in the extent ordinary course of business that are no longer necessary or required in the conduct of such Loan Party’s or such Subsidiary’s business; (f) any Disposition (i) such property is exchanged for credit against the purchase price of similar replacement property permitted by Section 7.7 or (ii) the proceeds of such Disposition are promptly applied pursuant to the purchase price of such replacement propertya Casualty Event; (eg) [reserved]; (h) any Disposition by any Loan Party to any Excluded Subsidiary, so long as such Dispositions do not exceed $10,000,000 in the aggregate over the term of the Facilities and do not consist of any Equity Interest of any Loan Party; (i) [reserved]; (j) Dispositions of property all or substantially all of the cell tower assets in one or a series of related transactions for fair market value; (fk) Leases, subleases, licenses Dispositions pursuant to the Sprint Master Agreement; (l) Dispositions made to comply with any order of any Governmental Authority or sublicenses any applicable requirement of property in the ordinary course Law; (m) other Dispositions of business and which do not materially interfere with the business up to 15% of Consolidated total assets of the Borrower in the aggregate from and its Subsidiariesafter the Closing Date upon fair and reasonable arm’s-length terms and conditions; provided that, no such Disposition shall consist of any Equity Interest of any Loan Party unless all of the Equity Interest of such Loan Party owned directly or indirectly by any other Loan Party are subject to such Disposition; (gn) Transfers other Dispositions of property subject up to casualty events upon receipt of the insurance payments with respect to such casualty events; (h) Sales or discounts without recourse of accounts receivable arising $10,000,000 in the ordinary course aggregate from and after the Closing Date; provided that, no such Disposition shall consist of business in connection with the compromise or collection thereofany Equity Interest of any Loan Party; and (io) Dispositions by any Subsidiary of the Borrower solely in cash to Shentel Foundation, a Virginia nonstock corporation, subject to the Borrower or another Subsidiary of the Borrowerdollar limitation set forth in Section 7.3(c)(v).

Dispositions of Assets or Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any substantial part (as defined below) of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stockequity interests, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of the Borrower) (each, a “Disposition”Borrower or its Subsidiaries), except: (ai) Dispositions transactions involving the sale of obsolete or worn out property or property no longer useful in the business of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, inventory in the ordinary course of business; (b) Dispositions of Collateral to the extent that no such Disposition results in a Collateral Shortfall at any time; (c) Dispositions of Investments held in the Borrower’s investment portfolio (including Investments in Subsidiaries and Joint Ventures, either held directly or indirectly by the Borrower, but excluding the Collateral) in the ordinary course of business; (d) 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 any sale, transfer or lease of such Disposition are promptly applied to the purchase price of such replacement property; (e) Dispositions of property for fair market value; (f) Leases, subleases, licenses or sublicenses of property assets in the ordinary course of business which are no longer necessary or required in the conduct of the Borrower's or such Subsidiary's business; (iii) any sale, transfer or lease of assets by any Wholly-Owned Subsidiary of the Borrower or its Subsidiaries to the Borrower or its Subsidiaries; (iv) any sale, transfer or lease of assets by, or the equity of, a Project Mining Subsidiary to its customers as provided for in the applicable mining or sales agreement, provided that no Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom; and (v) any sale, transfer or lease of assets in the ordinary course of business which do not materially interfere are replaced by substitute assets acquired or leased in connection with any capital expenditures or capitalized leases. Notwithstanding the above, the Borrower or any Subsidiary may sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Borrower and its Subsidiaries if (a) such assets are sold for cash in an arm’s-length transaction for fair market value to a Person other than an Affiliate; (b) immediately before and after giving effect thereto, no Event of Default shall have occurred and be continuing; (c) the Debt/EBITDA Ratio as of the last day of the fiscal quarter ending immediately prior to such sale, lease or disposition, giving pro forma effect to such sale, lease or disposition as it if it had occurred on the last day of such fiscal quarter, is less than or equal to 2.25 to 1.0; (d) the pro forma Availability plus unrestricted cash of the Borrower immediately after giving effect to such sale, lease or disposition is greater than or equal to $15,000,000; and (e) an amount equal to the Net Proceeds received from such sale, lease or other disposition (but excluding any portion of the Net Proceeds which are attributable to assets which constitute less than a substantial part of the assets of the Borrower and its Subsidiaries) shall be used, in any combination: (1) within two years of such sale, lease or disposition to acquire productive assets used or useful in carrying on the business of the Borrower and its Subsidiaries;Subsidiaries and having a value at least equal to the value of such assets sold, leased or otherwise disposed of; or (g2) Transfers within two years of property subject such sale, lease or disposition to casualty events upon receipt prepay or retire consolidated Indebtedness of the insurance payments with respect Borrower and/or its Subsidiaries. As used in this Section, a sale, lease or other disposition of assets shall be deemed to be a "substantial part" of the assets of the Borrower and its Subsidiaries if the book value of such casualty events; assets, when added to the book value of all other assets sold, leased or otherwise disposed of by the Borrower and its Subsidiaries during the same fiscal year, exceeds 15% of the book value of Consolidated Total Assets, determined as of the end of the fiscal year immediately preceding such sale, lease or other disposition; provided that there shall be excluded from any determination of a "substantial part" any (hi) Sales sale or discounts without recourse disposition of accounts receivable arising assets in the ordinary course of business in connection with the compromise or collection thereof; and (i) Dispositions by any Subsidiary of the Borrower and its Subsidiaries, and (ii) any transfer of assets from the Borrower to any Wholly-Owned Subsidiary or from any Subsidiary to the Borrower or another Subsidiary of the Borrowera Wholly-Owned Subsidiary.

Dispositions of Assets or Subsidiaries. The Borrower Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests Capital Stock of a Subsidiary of the Borrower) (each, a “Disposition”such Loan Party), except: (aA) Dispositions transactions involving the sale of obsolete or worn out property or property no longer useful in the business of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, inventory in the ordinary course of business; (bB) Dispositions any sale, transfer or lease of Collateral to the extent that no such Disposition results in a Collateral Shortfall at any time; (c) Dispositions of Investments held in the Borrower’s investment portfolio (including Investments in Subsidiaries and Joint Ventures, either held directly or indirectly by the Borrower, but excluding the Collateral) in the ordinary course of business; (d) 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 promptly applied to the purchase price of such replacement property; (e) Dispositions of property for fair market value; (f) Leases, subleases, licenses or sublicenses of property assets in the ordinary course of business which are no longer necessary or required in the conduct of such Loan Party's or such Subsidiary's business; or (C) any sale, transfer or lease of assets by any Loan Party (other than the Borrower), or any wholly owned Subsidiary of such Loan Party, to another Loan Party, and which do not materially interfere with in the business event that any Subsidiary that is a Direct Foreign Subsidiary is transferred by any Loan Party pursuant to a corporate restructuring and as a result of restructuring such transferred Subsidiary ceases to be a Direct Foreign Subsidiary, Administrative Agent shall release the pledge by the transferring Loan Party of 65% of its equity in such Subsidiary provided that the Borrower causes the direct parent company of the Borrower and transferee Subsidiary, if such transferee Subsidiary is a Direct Foreign Subsidiary, to pledge 65% of its Subsidiariesequity interest in such transferee Direct Foreign Subsidiary as required by this Agreement; (gD) Transfers any sale, transfer or lease of property subject assets which are reinvested in such Loan Party’s business; provided that a Reinvestment Notice has been given to casualty events upon receipt of the insurance payments with respect to such casualty eventsAdministrative Agent; (hE) Sales any sale, transfer or discounts without recourse lease of accounts receivable arising assets in the ordinary course of business in connection with which are replaced by substitute assets acquired or leased; provided that a Reinvestment Notice has been given to the compromise Administrative Agent and such substitute assets are subject to the Lenders’ Prior Security Interest; or (F) any sale, transfer or collection thereof; and lease of assets, other than those specifically excepted pursuant to clauses (i) Dispositions through (v) above, which is approved by any Subsidiary the Required Lenders so long as the Net Cash Proceeds (as reasonably determined by the Borrower) are applied as a mandatory prepayment of the Borrower to Term Loans, if any, in accordance with the Borrower or another Subsidiary provisions of the BorrowerSection 5.7.1 [Sale of Assets] above.

Dispositions of Assets or Subsidiaries. The Borrower Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, make any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of the Borrower) (each, a “Disposition”), except: (ai) Dispositions transactions involving the Disposition of obsolete or worn out property or property no longer useful in the business of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, inventory in the ordinary course of business; (ii) any Disposition in the ordinary course of business of assets which are no longer necessary or required in the conduct of such Loan Party’s or such Subsidiary’s business; (a) any Disposition by any Subsidiary to a Loan Party or (b) any Disposition between or among the Domestic Loan Parties; (iv) any Disposition in the ordinary course of business which are replaced by substitute assets acquired or leased; provided such substitute assets are subject to the Collateral Agent’s Prior Security Interest; (v) any Disposition by any Foreign Subsidiary to another Subsidiary; provided that if such recipient Subsidiary is a Loan Party, such assets are subject to the Collateral Agent’s Prior Security Interest and provided further that the Foreign Borrower may not (A) Dispose of the Equity Interests in Exploit BV to another Subsidiary unless such Equity Interests remain subject to the Collateral Agent’s Prior Security Interest, and (B) make any Disposition that would cause the Foreign Borrower to become an Immaterial Subsidiary; (vi) any Disposition in connection with a transaction permitted by Section 8.2.6 [Liquidations, Mergers, Consolidations, Acquisitions] 1. 1097380671\10\AMERICAS (vii) any Disposition that is made by a Subsidiary in connection with a Permitted Transaction; (viii) a contribution, conveyance or other Disposition of Receivables and related assets of the type specified in the definition of “Qualified Receivables Transaction” in a Qualified Receivables Transaction permitted by Section 8.2.1(xii) [Indebtedness]; (ix) any Disposition so long as (a) the Net Cash Proceeds are applied in accordance with the provisions of Section 5.7.1 [Sale of Assets] above, (b) such Disposition is made for Fair Market Value and (c) at least 75% of the consideration therefor is in the form of cash and Cash Equivalents; provided that each of the following items will be deemed to be cash for purposes of this Section 8.2.7(ix) [Dispositions of Collateral Assets or Subsidiaries]: (A) any liabilities of the Parent or its Subsidiaries (as shown on the financial statements or in the notes thereto of the Parent most recently furnished to the Administrative Agent and the Lenders pursuant to Section 8.3.1 [Quarterly Financial Statements] or Section 8.3.2 [Annual Financial Statements]), other than liabilities that are by their terms subordinated in right of payment to the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which Parent and its Subsidiaries have been validly released by all applicable creditors in writing; (B) any securities received by Parent or any Subsidiary from such transferee that are converted by Parent or such Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable disposition; and (C) any Designated Non-Cash Consideration received in respect of such disposition; provided that no the aggregate Fair Market Value of all such Disposition results Designated Non-Cash Consideration, as determined by an Authorized Officer of Parent in a Collateral Shortfall good faith, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is then outstanding, does not exceed the greater of (A) $15,000,000 and (B) 3% of Consolidated Total Assets as of the date any such Designated Non-Cash Consideration is received, with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at any timethe time received and without giving effect to subsequent changes in value; (cx) Dispositions any Disposition that constitutes a Restricted Payment permitted by Section 8.2.5 [Restricted Payments] or an Investment permitted by Section 8.2.4 [Loans and Investments]; (xi) an issuance or sale of Investments held in Equity Interests by a Subsidiary to the Borrower’s investment portfolio Parent or to a Subsidiary; (including Investments in Subsidiaries xii) licenses and Joint Ventures, either held directly sublicenses by any Loan Party or indirectly by the Borrower, but excluding the Collateral) any Subsidiary of software or intellectual property in the ordinary course of business; (dxiii) Dispositions any surrender or waiver of equipment contract rights or real property to the extent that (i) such property is exchanged for credit against the purchase price settlement, release, recovery on or surrender of similar replacement property contract, tort or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (e) Dispositions of property for fair market value; (f) Leases, subleases, licenses or sublicenses of property other claims in the ordinary course of business business (xiv) the granting of Permitted Liens and which do not materially interfere Dispositions in connection with the business of the Borrower and its SubsidiariesPermitted Liens; (gxv) Transfers the sale or other disposition of property subject to casualty events upon receipt of the insurance payments with respect to such casualty eventscash or Cash Equivalents or other financial instruments; (hxvi) Sales the early termination or discounts without recourse unwinding of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereofany Swap; and 1. 1097380671\10\AMERICAS (ixvii) Dispositions by any Subsidiary the Disposition of the Borrower to the Borrower or another Subsidiary of the BorrowerQualified Receivables Assets in a Permitted Factoring Arrangement.

Dispositions of Assets or Subsidiaries. The Borrower Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries (other than Excluded Subsidiaries) to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of the Borrower) (each, a “Disposition”such Loan Party), except: (ai) Dispositions transactions involving the sale of obsolete or worn out property or property no longer useful inventory and discounts of accounts receivable in the business of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, each case in the ordinary course of business; (bii) Dispositions any sale, transfer or lease of Collateral to assets in the extent that ordinary course of business which are no longer necessary or required in the conduct of such Disposition results in a Collateral Shortfall at any timeLoan Party's or such Subsidiary's business; (ciii) Dispositions any sale, transfer or lease of Investments held in the Borrower’s investment portfolio assets by any wholly owned Subsidiary of such Loan Party to another Loan Party, or by any Loan Party to another Loan Party; (including Investments in iv) leases, sales or other dispositions of its property (exclusive of Sale and Leaseback Transactions) that, together with all other property of Parent and its Subsidiaries and Joint Ventures(other than Excluded Subsidiaries) previously leased, either held directly sold or indirectly by the Borrower, but excluding the Collateral) disposed of (other than Inventory in the ordinary course of business) as permitted by this Section during the twelve-month period ending with the month in which any such lease, sale or other disposition occurs, do not constitute a Substantial Portion of the property of Parent and its Subsidiaries (other than Excluded Subsidiaries); (dv) Dispositions leases, sales or other dispositions of equipment or real its property to (exclusive of Sale and Leaseback Transactions) that exceed the extent limitation set forth in subsection (iv) above; provided, that (i) such property is exchanged for credit against there then exists no Event of Default or Potential Default and Parent provides the purchase price of similar replacement property or Administrative Agent a reasonably satisfactory pro forma Compliance Certificate showing compliance with all financial covenants, and (ii) the proceeds aggregate Revolving Credit Commitments are reduced by the excess of the Net Cash Proceeds received in connection with such Disposition are promptly applied to disposition over the purchase price of such replacement propertylimitation in subsection (iv) above; (evi) Dispositions of property for fair market valueSale and Leaseback Transactions as permitted by Section 8.2.15 [Sale and Leaseback Transactions]; (fvii) Leases, subleases, licenses or sublicenses of property in the ordinary course of business sales and which do not materially interfere with the business issuances of the Borrower membership interests in Runco to GCPI and its Subsidiaries; (g) Transfers of property subject to casualty events upon receipt of the insurance payments with respect to such casualty events; (h) Sales or discounts without recourse of accounts receivable arising in the ordinary course of business Gart Capital made in connection with the compromise consummation of the Runco Joint Venture and sales and issuances of equity in any other Permitted Joint Venture made in connection with the consummation of such Permitted Joint Venture; or (viii) any sale, transfer or collection thereof; and lease of assets, other than those specifically excepted pursuant to clauses (i) Dispositions through (vi) above, which is approved by any Subsidiary of the Borrower to the Borrower or another Subsidiary of the BorrowerRequired Lenders.

Dispositions of Assets or Subsidiaries. The Borrower Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of the Borrower) (each, a “Disposition”such Loan Party), except: (ai) Dispositions any sale, transfer or lease of obsolete or worn out property or property no longer useful in the business of assets by the Borrower or any wholly owned Subsidiary to the Borrower or any other wholly owned Subsidiary that is a Guarantor and any sale or transfer of its Subsidiaries, whether now owned or hereafter acquiredDesignated Assets by a Subsidiary of the Borrower to another Subsidiary of the Borrower followed by an immediate transfer to a Special Purpose Subsidiary, in connection with a securitization or other receivables sale transaction so long as such transaction is non-recourse to any of the ordinary course Loan Parties or any Special Purpose Subsidiary (except for customary recourse provisions, including recourse to the Designated Assets being sold or transferred); (ii) any sale, transfer or lease of assets which are no longer necessary or required in the conduct of the Borrower’s or any Subsidiary’s business; (biii) Dispositions any sale, transfer or lease of Collateral to the extent that no such Disposition results in a Collateral Shortfall at any time; (c) Dispositions of Investments held in the Borrower’s investment portfolio (including Investments in Subsidiaries and Joint Ventures, either held directly or indirectly by the Borrower, but excluding the Collateral) in the ordinary course of business; (d) 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 promptly applied to the purchase price of such replacement property; (e) Dispositions of property for fair market value; (f) Leases, subleases, licenses or sublicenses of property assets in the ordinary course of business and which are replaced by substitute assets; and (iv) any sale or transfer of all of the capital stock or substantially all of the assets of one or more Subsidiaries of the Borrower so long as, in any fiscal year, (A) the assets of such sold or transferred Subsidiaries do not materially interfere with exceed 5% of the business total assets of the Borrower and its the Consolidated Subsidiaries and (B) no more than 5% of Consolidated EBITDA is attributable to such sold or transferred Subsidiaries; , in the case of clause (g) Transfers of property subject to casualty events upon receipt A), determined as of the insurance payments with respect most recent fiscal quarter ending prior to such casualty events; (h) Sales or discounts without recourse of accounts receivable arising disposition and, in the ordinary course case of business in connection with the compromise or collection thereof; and clause (i) Dispositions by any Subsidiary B), determined as of the Borrower most recent four (4) fiscal quarters ending prior to such disposition. The Agent is expressly authorized by the Borrower Lenders to release any Guarantor from the Guaranty Agreement if (A) its capital stock or another Subsidiary substantially all of the Borrowerassets are sold or transferred in accordance with Section 8.2.7(iv) above or (B) it is liquidated in accordance with Section 8.2.6(i).

Dispositions of Assets or Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of the Borrower) (each, a “"Disposition”"), except: (a) Dispositions of obsolete or worn out property or property no longer useful in the business of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of Collateral to the extent that no such Disposition results in a Collateral Shortfall at any time; (c) Dispositions of Investments held in the Borrower’s 's investment portfolio (including Investments in Subsidiaries and Joint Ventures, either held directly or indirectly by the Borrower, but excluding the Collateral) in the ordinary course of business; (d) 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 promptly applied to the purchase price of such replacement property; (e) Dispositions of property for fair market value; provided that any Disposition of the Real Property shall be subject to Section 4.3 [Prepayments] hereof; (f) Leases, subleases, licenses or sublicenses of property in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Subsidiaries; (g) Transfers of property subject to casualty events upon receipt of the insurance payments with respect to such casualty events; (h) Sales or discounts without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; and (i) Dispositions by any Subsidiary of the Borrower to the Borrower or another Subsidiary of the Borrower.

Dispositions of Assets or Subsidiaries. The Borrower Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests Capital Stock of a Subsidiary of the Borrower) (each, a “Disposition”such Loan Party), except: (ai) Dispositions transactions involving the sale of obsolete or worn out property or property no longer useful in the business of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, inventory in the ordinary course of business; (bii) Dispositions any sale, transfer, license or lease of Collateral to assets in the extent that ordinary course of business which are no longer necessary or required in the conduct of such Disposition results in a Collateral Shortfall at any timeLoan Party’s or such Subsidiary’s business; (ciii) Dispositions any sale, transfer, license or lease of Investments held assets by any wholly owned Subsidiary of such Loan Party to another Loan Party; (iv) any sale, transfer, license or lease of assets by any Foreign Subsidiary to another Foreign Subsidiary; (v) any sale, transfer, license or lease of assets in the Borrower’s investment portfolio ordinary course of business which are replaced by substitute assets acquired, licensed or leased within 180 days of such sale, transfer, license or lease of assets; provided such substitute assets are subject to the Lenders’ Prior Security Interest if the assets being sold, transferred, licensed or leased were assets of a Loan Party and subject to the Lenders’ Prior Security Interest; (including vi) sales of Permitted Investments in Subsidiaries and Joint Ventures, either held directly (other than Interest Rate Xxxxxx or indirectly by the Borrower, but excluding the CollateralForeign Currency Xxxxxx) in the ordinary course of business; (dvii) Dispositions non-exclusive licenses 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 promptly applied to the purchase price of such replacement property; (e) Dispositions of property for fair market value; (f) Leases, subleases, licenses or sublicenses of intellectual property in the ordinary course of business and which do not materially interfere with the business licenses of intellectual property to Foreign Subsidiaries of the Borrower and its Subsidiariesconsistent with past practice; (gviii) Transfers any sale, transfer, license or lease of property subject to casualty events upon receipt assets for which the fair market value thereof is less than $500,000 for any individual transaction or series of the insurance payments with respect to such casualty events;transactions; or (hix) Sales any sale, transfer, license or discounts without recourse lease of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; and assets, other than those specifically excepted pursuant to clauses (i) Dispositions by any Subsidiary through (viii) above, which results in Net Proceeds in an amount of less than $25,000,000 in the aggregate with all other sales, transfers, licenses or leases permitted under this clause (ix) occurring from and after the Closing Date, so long as the Net Proceeds are applied as a mandatory prepayment of the Borrower Term Loans in accordance with and to the Borrower or another Subsidiary extent required by the provisions of the BorrowerSection 5.7.1 [Sale of Assets].

Dispositions of Assets or Subsidiaries. The Borrower No Loan Party shall, nor shall not, and shall not any Loan Party permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose Dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition Disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests or other Equity Interests of a Subsidiary of the Borrower) (each, a “Disposition”such Loan Party), except: (a) Dispositions transactions involving the sale of obsolete or worn out property or property no longer useful in the business of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, inventory to customers in the ordinary course of business; (bi) Dispositions any termination of Collateral to the extent that no such Disposition results in a Collateral Shortfall at any time; (c) Dispositions of Investments held lease or sublease in the Borrower’s investment portfolio ordinary course of business, (ii) any expiration of any option agreement in respect of real or personal property and (iii) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or litigation claims (including Investments in Subsidiaries and Joint Ventures, either held directly or indirectly by the Borrower, but excluding the Collateraltort) in the ordinary course of business; (c) any Disposition of assets by any Loan Party to another Loan Party; (d) Dispositions any Disposition of equipment or real property to Cash Equivalents in the extent that (i) such property is exchanged for credit against the purchase price ordinary course of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property;business (e) Dispositions any Disposition of property for fair market value; (f) Leases, subleases, licenses obsolete or sublicenses of property worn-out assets in the ordinary course of business and which do not materially interfere with that are no longer necessary or required in the business conduct of the Borrower and its Subsidiariessuch Loan Party’s or such Subsidiary’s business; (f) any Disposition (i) permitted by Section 7.7 or (ii) pursuant to a Casualty Event; (g) Transfers the Disposition of property subject to casualty events upon receipt assets on the Closing Date or any Subsequent Closing (as such term is defined in the T-Mobile Asset Purchase Agreement) pursuant to, and consummation of the insurance payments with respect transactions contemplated by, the T-Mobile Asset Purchase Agreement and the Disposition of the T-Mobile Transition Services Assets after the Closing Date pursuant to such casualty eventsthe terms of the Transition Services Agreement; (h) Sales or discounts without recourse of accounts receivable arising any Disposition by any Loan Party to any Excluded Subsidiary, so long as such Dispositions do not exceed $10,000,000 in the ordinary course aggregate over the term of business the Facilities and do not consist of any Equity Interest of any Loan Party; (i) [reserved]; (j) Dispositions of all or substantially all of the cell tower assets in connection one or a series of related transactions for fair market value; provided, that (i) at the time of such Disposition, no Event of Default shall exist or result therefrom and (ii) no less than 75% of the purchase price for such cell tower assets shall be paid to the Borrower or applicable Subsidiary in (x) cash or Cash Equivalents or (y) broadband or other telecommunications assets; (k) Dispositions made to comply with any order of any Governmental Authority or any applicable requirement of Law; (l) other Dispositions of up to 15% of Consolidated total assets of the compromise Borrower in the aggregate from and after the Closing Date upon fair and reasonable arm’s-length terms and conditions; provided, that no such Disposition shall consist of any Equity Interest of any Loan Party unless all of the Equity Interest of such Loan Party owned directly or collection thereofindirectly by any other Loan Party are subject to such Disposition; (m) other Dispositions of up to $10,000,000 in the aggregate from and after the Closing Date; provided, that no such Disposition shall consist of any Equity Interest of any Loan Party; and (in) Dispositions by any Subsidiary of the Borrower solely in cash to Shentel Foundation, a Virginia nonstock corporation, subject to the Borrower or another Subsidiary of the Borrowerdollar limitation set forth in Section 7.3(c)(v).

Dispositions of Assets or Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, sell and leaseback, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, 00 XXXX 000000x0 any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse recourse, or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of the Borrower) (each, a “Disposition”), except: (a) Dispositions transactions involving the sale of obsolete or worn out property or property no longer useful in the business of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, inventory in the ordinary course of business; (b) Dispositions any sale, transfer or lease of Collateral to the extent that no such Disposition results in a Collateral Shortfall at any time; (c) Dispositions of Investments held in the Borrower’s investment portfolio (including Investments in Subsidiaries and Joint Ventures, either held directly or indirectly by the Borrower, but excluding the Collateral) in the ordinary course of business; (d) 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 promptly applied to the purchase price of such replacement property; (e) Dispositions of property for fair market value; (f) Leases, subleases, licenses or sublicenses of property assets in the ordinary course of business and which do not materially interfere with are no longer necessary or required in the business conduct of the Borrower and its SubsidiariesBorrower's or such Subsidiary's business; (gc) Transfers any sale, transfer or lease of property subject to casualty events upon receipt of the insurance payments with respect to such casualty events; (h) Sales or discounts without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; and (i) Dispositions assets by any Subsidiary of the Borrower to the Borrower; (d) any sale, transfer or lease of assets in the ordinary course of business which are replaced by substitute assets acquired or leased; (e) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (a) through (d) above, provided that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, and (ii) the aggregate net book value of all assets so sold by the Borrower and its Subsidiaries shall not exceed in any fiscal year five (5%) of the consolidated total assets of the Borrower and its Subsidiaries as determined on a consolidated basis in accordance with GAAP; (f) any issuance of shares of the capital stock of the Borrower to the Parent; (g) any sale, transfer or another lease of assets of any Inactive Subsidiary of the Borrower; and (h) gas meter sale and leaseback transactions under the Permitted Sale and Leaseback Program.

Dispositions of Assets or Subsidiaries. The Borrower Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of the Borrower) (each, a “Disposition”such Loan Party), except: (ai) Dispositions any sale, transfer or lease of obsolete or worn out property or property no longer useful in the business of assets by the Borrower or any wholly owned Subsidiary to the Borrower or any other wholly owned Subsidiary that is a Guarantor and any sale or transfer of its Subsidiaries, whether now owned or hereafter acquiredDesignated Assets by a Subsidiary of the Borrower to another Subsidiary of the Borrower followed by an immediate transfer to a Special Purpose Subsidiary, in connection with a securitization or other receivables sale transaction so long as such transaction is non-recourse to any of the ordinary course Loan Parties or any Special Purpose Subsidiary (except for customary recourse provisions, including recourse to the Designated Assets being sold or transferred); (ii) any sale, transfer or lease of assets which are no longer necessary or required in the conduct of the Borrower’s or any Subsidiary’s business; (biii) Dispositions any sale, transfer or lease of Collateral to the extent that no such Disposition results in a Collateral Shortfall at any time; (c) Dispositions of Investments held in the Borrower’s investment portfolio (including Investments in Subsidiaries and Joint Ventures, either held directly or indirectly by the Borrower, but excluding the Collateral) in the ordinary course of business; (d) 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 promptly applied to the purchase price of such replacement property; (e) Dispositions of property for fair market value; (f) Leases, subleases, licenses or sublicenses of property assets in the ordinary course of business and which are replaced by substitute assets; and (iv) any sale or transfer of all of the capital stock or substantially all of the assets of one or more Subsidiaries of the Borrower so long as, in any fiscal year, (A) the assets of such sold or transferred Subsidiaries do not materially interfere with exceed 5% of the business total assets of the Borrower and its the Consolidated Subsidiaries and (B) no more than 5% of Consolidated EBITDA is attributable to such sold or transferred Subsidiaries; , in the case of clause (g) Transfers of property subject to casualty events upon receipt A), determined as of the insurance payments with respect most recent fiscal quarter ending prior to such casualty events; (h) Sales or discounts without recourse of accounts receivable arising disposition and, in the ordinary course case of business in connection with clause (B), determined as of the compromise or collection thereof; and most recent four (i4) Dispositions fiscal quarters ending prior to such disposition. The Agent is expressly authorized by the Banks to release any Guarantor from the Guaranty Agreement and any Subsidiary of the Borrower to from the Borrower Intercompany Subordination Agreement if (A) its capital stock or another Subsidiary substantially all of the Borrowerassets are sold or transferred in accordance with Section 8.2.7(iv) above or (B) it is liquidated in accordance with Section 8.2.6(i).

Dispositions of Assets or Subsidiaries. The Borrower Parent Guarantor shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or equipment, general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of the Borrower) (each, a “Disposition”Parent Guarantor), except: (ai) Dispositions transactions involving the sale of obsolete or worn out property or property no longer useful in the business of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, inventory in the ordinary course of business; (bii) Dispositions any sale, transfer or lease of Collateral assets (other than the Units) by any Subsidiary of Parent Guarantor which is a member of the Arch Coal Group to any other member of the Arch Coal Group or any sale, transfer or lease of assets (other than the Units) by any Subsidiary of Arch Western which is a member of the Arch Western Group to any other member of the Arch Western Group; (iii) any sale of assets (other than the Units) if and to the extent the Net Cash Proceeds thereof are applied within 90 days of the consummation of such sale to the purchase by Parent Guarantor or a Subsidiary of substitute assets; provided that no Parent Guarantor shall have delivered to Certificate Trustee, Lessor and each Certificate Purchaser a certificate (a "Replacement Sales Certificate") of the chief financial officer or the treasurer of Parent Guarantor, certifying as to (x) the amount of such Disposition results Net Cash Proceeds and (y) the fact that Parent Guarantor or a Subsidiary shall invest such Net Cash Proceeds in a Collateral Shortfall at any time; (c) Dispositions substitute assets within 90 days after the date of Investments held in the Borrower’s investment portfolio (including Investments in Subsidiaries consummation of such sale; and Joint Ventures, either held directly or indirectly by the Borrower, but excluding the Collateral) in the ordinary course of business; (d) Dispositions of equipment or real property provided further that if and 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 Net Cash Proceeds are promptly not so applied to the purchase price of substitute assets within such 90-day period, such sale shall be deemed to have been made on the last day of such replacement propertyperiod pursuant to clause (v) below; (eiv) Dispositions any sale, transfer or lease (including any lease transaction under clause (k) of property for fair market valuethis Article IV) of assets (other than the Units), other than those specifically excepted pursuant to subparagraphs (i) through (iii) above, provided that (a) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (b) Parent Guarantor and its Subsidiaries shall be in compliance with the covenants contained in clauses (l), (m) and (n) of this Article IV determined on a pro forma basis after giving effect to each such sale, transfer or lease of assets, and (c) the aggregate net book value of all assets so sold by Parent Guarantor and its Subsidiaries shall not exceed in any calendar year the greater of (x) $100,000,000 or (y) 5% of the total assets of the Arch Coal Group (exclusive of investment in the Arch Western Group) (as of the last day of such calendar year), determined and consolidated in accordance with GAAP; (fv) Leasesany sale, subleasestransfer or lease of assets (other than the Units), licenses other than those specifically excepted pursuant to subparagraphs (i) through (iv) above or sublicenses subparagraph (vi) below, so long as (A) if any principal and interest is outstanding under the Term Loans, Guarantor shall, simultaneously with the application of property the Net Cash Proceeds to a mandatory prepayment of the Term Loans in accordance with the provisions of Section 4.4.6 of the Revolving Credit Facility, purchase a Unit or Units in accordance with the provisions of Section 11.5 of the Lease so that the Lease Balance is reduced in the ordinary course same proportion that the Term Loans were reduced by the application of business the Net Cash Proceeds or (B) if no principal and which do not materially interfere interest is outstanding under the Term Loans, Guarantor shall apply the Net Cash Proceeds to the purchase of a Unit or Units in accordance with the business provisions of Section 11.5 of the Borrower and its SubsidiariesLease; (gvi) Transfers any transfer of property subject assets by Parent Guarantor to casualty events upon receipt Arch Western as contemplated by the Contribution Agreement; or (vii) any transfer of assets by any member of the insurance payments with respect to such casualty events; (h) Sales or discounts without recourse of accounts receivable arising Arch Western Group permitted by the Arch Western Credit Facility, as in effect on the ordinary course of business in connection with the compromise or collection thereof; and (i) Dispositions by any Subsidiary of the Borrower to the Borrower or another Subsidiary of the BorrowerEffective Date.

Dispositions of Assets or Subsidiaries. The Borrower Borrowers shall not, and shall not permit any of its their Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, interest or partnership interests or limited liability company interests of a Subsidiary of the any Borrower) (each, a “Disposition”), except: (ai) Dispositions transactions involving the sale of obsolete or worn out property or property no longer useful in the business of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, inventory in the ordinary course of business; (b) Dispositions of Collateral to the extent that no such Disposition results in a Collateral Shortfall at any time; (c) Dispositions of Investments held in the Borrower’s investment portfolio (including Investments in Subsidiaries and Joint Ventures, either held directly or indirectly by the Borrower, but excluding the Collateral) in the ordinary course of business; (d) 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 any sale, transfer or lease of such Disposition are promptly applied to the purchase price of such replacement property; (e) Dispositions of property for fair market value; (f) Leases, subleases, licenses or sublicenses of property assets in the ordinary course of business and which do not materially interfere with are no longer necessary or required in the business conduct of the Borrower and its Subsidiariesany Borrower’s or such Subsidiary’s business; (giii) Transfers any sale, transfer or lease of property subject to casualty events upon receipt assets by (a) any Subsidiary of the insurance payments with respect a Borrower to such casualty eventsBorrower or another Loan Party or (b) any non-Loan Party Subsidiary to another non-Loan Party Subsidiary; (hiv) Sales any sale, transfer or discounts without recourse lease of accounts receivable arising assets in the ordinary course of business which are replaced by substitute assets acquired or leased; (v) any sale, transfer, or lease of assets the after-tax proceeds of which, when added to the after-tax proceeds of other sales, transfers and leases of assets in connection with the compromise same fiscal year, do not exceed, in the aggregate for TGI and its Subsidiaries, 5% of TGI’s consolidated total assets at the start of such fiscal year; (vi) the sale of receivables by the Subsidiaries of TGI to Citibank, N.A. or collection thereofGeneral Electric Capital Corporation - Trade Payables Services Division under the arrangements set forth on Schedule 7.2.7 [Receivables Sales] or similar arrangements, provided that in each case the receivables sold under such arrangements shall be sold without recourse to TGI or any of its Subsidiaries; (vii) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (vi) above, which is approved by the Required Banks; (viii) to the extent done as part of the Receivables Facility, the sale, contribution, transfer, conveyance or assignment of Receivables and Related Rights by TGI and its Subsidiaries to the SP Sub and the sale by the SP Sub of individual variable percentage interests in the Purchased Interests to the Purchaser; and (iix) Dispositions by any Subsidiary of the Borrower to the Borrower extent under a dissolution, liquidation or another Subsidiary of the Borrowerwinding-up permitted by 7.2.6(iii) above.

Dispositions of Assets or Subsidiaries. The Borrower Borrowers shall not, and shall not permit any of its their Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, interest or partnership interests or limited liability company interests of a Subsidiary of the any Borrower) (each, a “Disposition”), except: (ai) Dispositions transactions involving the sale of obsolete or worn out property or property no longer useful in the business of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, inventory in the ordinary course of business; (b) Dispositions of Collateral to the extent that no such Disposition results in a Collateral Shortfall at any time; (c) Dispositions of Investments held in the Borrower’s investment portfolio (including Investments in Subsidiaries and Joint Ventures, either held directly or indirectly by the Borrower, but excluding the Collateral) in the ordinary course of business; (d) 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 any sale, transfer or lease of such Disposition are promptly applied to the purchase price of such replacement property; (e) Dispositions of property for fair market value; (f) Leases, subleases, licenses or sublicenses of property assets in the ordinary course of business and which do not materially interfere with are no longer necessary or required in the business conduct of the Borrower and its Subsidiariesany Borrower’s or such Subsidiary’s business; (giii) Transfers any sale, transfer or lease of property subject to casualty events upon receipt assets by (a) any Subsidiary of the insurance payments with respect a Borrower to such casualty eventsBorrower or another Loan Party or (b) any non-Loan Party Subsidiary to another non-Loan Party Subsidiary; (hiv) Sales any sale, transfer or discounts without recourse lease of accounts receivable arising assets in the ordinary course of business which are replaced by substitute assets acquired or leased; provided such substitute assets are subject to the Banks’ Prior Security Interest to the extent such substitute assets are required to become Collateral hereunder or under any of the Loan Documents; (v) any sale, transfer, or lease of assets the after-tax proceeds of which, when added to the after-tax proceeds of other sales, transfers and leases of assets in connection with the compromise same fiscal year do not exceed, in the aggregate for TGI and its Subsidiaries, 10% of TGI’s consolidated total assets at the start of such fiscal year; (a) the Payment Discount Arrangements and (b) sales of accounts receivable and Related Assets pursuant to a Specified Payment Discount Arrangement; provided, that in the case of this clause (b), (x) the aggregate outstanding purchase price of all such accounts receivable and Related Assets sold pursuant to all Specified Payment Discount Arrangements shall not exceed $90,000,000 at any time, (y) such Specified Payment Discount Arrangement shall be subject to such other terms and conditions as may be required by Administrative Agent and (z) no Specified Receivables Purchase Agreement may be amended or collection thereofmodified without the prior written consent of the Administrative Agent; (vii) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (vi) above, which is approved by the Required Banks; (viii) to the extent done as part of the Receivables Facility, the sale, contribution, transfer, conveyance or assignment of Receivables and Related Rights by TGI and its Subsidiaries to the SP Sub and the sale by the SP Sub of individual variable percentage interests in the Purchased Interests to the Purchaser; and (iix) Dispositions by any Subsidiary the sale or transfer of equipment in connection with a sale - leaseback transaction in which a Loan Party incurs Capital Lease Obligations provided the Borrower Loan Parties remain in compliance with Section 8.2.1(i)(g); (x) to the Borrower extent pursuant to a dissolution, liquidation or another winding-up permitted by 8.2.6(iii) above; and (xi) any conveyance, transfer or contribution of Capital Stock of a Subsidiary of the Borrowerpermitted by Section 8.2.4(viii) above.

Dispositions of Assets or Subsidiaries. The Borrower No Loan Party shall, nor shall not, and shall not any Loan Party permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose Dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition Disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests or other Equity Interests of a Subsidiary of the Borrower) (each, a “Disposition”such Loan Party), except: (a) Dispositions transactions involving the sale of obsolete or worn out property or property no longer useful in the business of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, inventory to customers in the ordinary course of business; (b) Dispositions any leasing or subleasing of Collateral to the extent that no such Disposition results in a Collateral Shortfall at any time; (c) Dispositions of Investments held in the Borrower’s investment portfolio (including Investments in Subsidiaries and Joint Ventures, either held directly or indirectly by the Borrower, but excluding the Collateral) property in the ordinary course of business; (c) any Disposition of assets by any Loan Party to another Loan Party; (d) Dispositions any Disposition of equipment or real property to Cash Equivalents in the extent that (i) such property is exchanged for credit against the purchase price ordinary course of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property;business (e) Dispositions any Disposition of property for fair market value; (f) Leases, subleases, licenses obsolete or sublicenses of property worn-out assets in the ordinary course of business and which do not materially interfere with that are no longer necessary or required in the business conduct of the Borrower and its Subsidiariessuch Loan Party's or such Subsidiary's business; (f) any Disposition (i) permitted by Section 7.7 or (ii) pursuant to a Casualty Event; (g) Transfers of property subject any Dispositions pursuant to casualty events upon receipt of the insurance payments with respect to such casualty eventsVAE Wind Down or the Tower Sale; (h) Sales or discounts without recourse of accounts receivable arising any Disposition by any Loan Party to any Excluded Subsidiary, so long as such Dispositions do not exceed $10,000,000 in the ordinary course aggregate over the term of the Facilities and do not consist of any Equity Interest of any Loan Party; (i) any Disposition of assets of the Acquisition Targets which the Borrower has reasonably identified in good faith as not being used or useful in the business of the Loan Parties or any Disposition of assets of the Loan Parties or their Subsidiaries which the Borrower has reasonably identified as having been made redundant by the Acquisition, provided that, in connection each case, (1) any such assets consisting of personal property shall be disposed of at fair market value within 12 months of the Closing Date, (2) any such assets consisting of real property of the Acquisition Targets which are mutually agreed to by the Administrative Agent and the Borrower on or before the Closing Date may be disposed of by the Borrower in such manner and at such time as the Borrower may reasonably elect, (3) any such assets consisting of real property not covered by clause (2) shall be disposed of at fair market value within 12 months of the Closing Date or (y) shall be subject to a committed contract for sale at fair market value within 12 months of the Closing Date and disposed of within 18 months of the Closing Date, and (4) no such assets shall consist of any Equity Interest of any Loan Party; provided that, any Acquisition Target may (A) combine, merge or consolidate with or into any other Acquisition Target or any Loan Party (with the compromise Loan Party being the surviving Person) or collection thereof(B) dissolve, liquidate or wind-up its affairs as long as such Acquisition Target dissolves, liquidates or winds-up into any other Acquisition Target or any Loan Party; (j) Dispositions of all or substantially all of the cell tower assets in one or a series of related transactions for fair market value and subject to conditions to be mutually agreed upon; (k) Dispositions pursuant to the Sprint Master Agreement; (l) other Dispositions of up to 10% of Consolidated total assets of the Borrower in the aggregate during the term of the Facilities upon fair and reasonable arm's-length terms and conditions; provided that, no such Disposition shall consist of any Equity Interest of any Loan Party unless all of the Equity Interest of such Loan Party owned directly or indirectly by any other Loan Party are subject to such Disposition; and (im) other Dispositions by any Subsidiary of up to $1,000,000 in the aggregate over the term of the Borrower to the Borrower or another Subsidiary Facilities; provided that, no such Disposition shall consist of the Borrowerany Equity Interest of any Loan Party.

Dispositions of Assets or Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, sell and leaseback, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse recourse, or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of the Borrower) (each, a “Disposition”), except: (a) Dispositions transactions involving the sale of obsolete or worn out property or property no longer useful in the business of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, inventory in the ordinary course of business; (b) Dispositions any sale, transfer or lease of Collateral to the extent that no such Disposition results in a Collateral Shortfall at any time; (c) Dispositions of Investments held in the Borrower’s investment portfolio (including Investments in Subsidiaries and Joint Ventures, either held directly or indirectly by the Borrower, but excluding the Collateral) in the ordinary course of business; (d) 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 promptly applied to the purchase price of such replacement property; (e) Dispositions of property for fair market value; (f) Leases, subleases, licenses or sublicenses of property assets in the ordinary course of business and which do not materially interfere with are no longer necessary or required in the business conduct of the Borrower and its SubsidiariesBorrower’s or such Subsidiary’s business; (gc) Transfers any sale, transfer or lease of property subject to casualty events upon receipt of the insurance payments with respect to such casualty events; (h) Sales or discounts without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; and (i) Dispositions assets by any Subsidiary of the Borrower to the Borrower; (d) any sale, transfer or lease of assets in the ordinary course of business which are replaced by substitute assets acquired or leased; (e) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (a) through (d) above, provided that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, and (ii) the aggregate net book value of all assets so sold by the Borrower and its Subsidiaries shall not exceed in any fiscal year five (5%) of the consolidated total assets of the Borrower and its Subsidiaries as determined on a consolidated basis in accordance with GAAP; (f) any sale, transfer or another lease of assets permitted under the First Mortgage Indenture; (g) any issuance of shares of the capital stock of the Borrower to the Parent; (h) any sale, transfer or lease of assets of any Inactive Subsidiary of the Borrower; and (i) gas meter sale and leaseback transactions under the Permitted Sale and Leaseback Program.

Dispositions of Assets or Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of the Borrower) (each, a “Disposition”), except: (a) Dispositions of obsolete or worn out property or property no longer useful in the business of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of Collateral to the extent that no such Disposition results in a Collateral Shortfall at any time; (c) Dispositions of Investments held in the Borrower’s 's investment portfolio (including Investments in Subsidiaries and Joint Ventures, either held directly or indirectly by the Borrower, but excluding the Collateral) in the ordinary course of business; (d) 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 promptly applied to the purchase price of such replacement property; (e) Dispositions of property for fair market value; (f) Leases, subleases, licenses or sublicenses of property in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Subsidiaries; (g) Transfers of property subject to casualty events upon receipt of the insurance payments with respect to such casualty events; (h) Sales or discounts without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; and (i) Dispositions by any Subsidiary of the Borrower to the Borrower or another Subsidiary of the Borrower.

Dispositions of Assets or Subsidiaries. The Borrower Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries (other than Excluded Subsidiaries) to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of the Borrower) (each, a “Disposition”such Loan Party), except: (ai) Dispositions transactions involving the sale of obsolete or worn out property or property no longer useful inventory and discounts of accounts receivable in the business of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, each case in the ordinary course of business; (bii) Dispositions any sale, transfer or lease of Collateral to assets in the extent that ordinary course of business which are no longer necessary or required in the conduct of such Disposition results in a Collateral Shortfall at any timeLoan Party’s or such Subsidiary’s business; (ciii) Dispositions any sale, transfer or lease of Investments held in the Borrower’s investment portfolio assets by any wholly owned Subsidiary of such Loan Party to another Loan Party, or by any Loan Party to another Loan Party; (including Investments in iv) leases, sales or other dispositions of its property (exclusive of Sale and Leaseback Transactions) that, together with all other property of Parent and its Subsidiaries and Joint Ventures(other than Excluded Subsidiaries) previously leased, either held directly sold or indirectly by the Borrower, but excluding the Collateral) disposed of (other than Inventory in the ordinary course of business) as permitted by this Section during the twelve-month period ending with the month in which any such lease, sale or other disposition occurs, do not constitute a Substantial Portion of the property of Parent and its Subsidiaries (other than Excluded Subsidiaries) ; (dv) Dispositions leases, sales or other dispositions of equipment or real its property to (exclusive of Sale and Leaseback Transactions) that exceed the extent limitation set forth in subsection (iv) above; provided, that (i) such property is exchanged for credit against there then exists no Event of Default or Potential Default and Parent provides the purchase price of similar replacement property or Administrative Agent a satisfactory pro forma Compliance Certificate showing compliance with all financial covenants, and (ii) the proceeds aggregate Revolving Credit Commitments are reduced by the excess of the Net Cash Proceeds received in connection with such Disposition are promptly applied to disposition over the purchase price of such replacement propertylimitation in subsection (iv) above; (evi) Dispositions of property for fair market value;Sale and Leaseback Transactions as permitted by Section 8.2.15 [Sale and Leaseback Transactions]; or (fvii) Leasesany sale, subleasestransfer or lease of assets, licenses or sublicenses of property in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Subsidiaries; (g) Transfers of property subject other than those specifically excepted pursuant to casualty events upon receipt of the insurance payments with respect to such casualty events; (h) Sales or discounts without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; and clauses (i) Dispositions through (vi) above, which is approved by any Subsidiary of the Borrower to the Borrower or another Subsidiary of the BorrowerRequired Lenders.

Dispositions of Assets or Subsidiaries. The Borrower Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests Capital Stock of a Subsidiary of the Borrower) (each, a “Disposition”such Loan Party), except: (ai) Dispositions transactions involving the sale of obsolete or worn out property or property no longer useful in the business of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, inventory in the ordinary course of business; (bii) Dispositions any sale, transfer, license or lease of Collateral to assets in the extent that ordinary course of business which are no longer necessary or required in the conduct of such Disposition results in a Collateral Shortfall at any timeLoan Party’s or such Subsidiary’s business; (ciii) Dispositions any sale, transfer, license or lease of Investments held assets by any wholly owned Subsidiary of such Loan Party to a Loan Party; (iv) any sale, transfer, license or lease of assets by any Foreign Subsidiary to another Foreign Subsidiary; (v) any sale, transfer, license or lease of assets in the Borrower’s investment portfolio ordinary course of business which are replaced by substitute assets acquired, licensed or leased within 180 days of such sale, transfer, license or lease of assets; provided such substitute assets are subject to the Lenders’ Prior Security Interest if the assets being sold, transferred, licensed or leased were assets of a Loan Party and subject to the Lenders’ Prior Security Interest; (including vi) sales of Permitted Investments in Subsidiaries and Joint Ventures, either held directly (other than Interest Rate Hxxxxx or indirectly by the Borrower, but excluding the CollateralForeign Currency Hxxxxx) in the ordinary course of business; (dvii) Dispositions non-exclusive licenses 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 promptly applied to the purchase price of such replacement property; (e) Dispositions of property for fair market value; (f) Leases, subleases, licenses or sublicenses of intellectual property in the ordinary course of business and licenses of intellectual property to Subsidiaries of the Borrower consistent with past practice; (viii) any sale, transfer, license or lease of assets for which do not materially interfere the fair market value thereof is less than $1,000,000 for any individual transaction or series of transactions; (ix) the settlement or early termination of any Capped Call Transactions entered into in connection with any Convertible Debt; (x) any sale, transfer, license or lease of assets which results in Net Proceeds in an amount of less than $25,000,000 in the aggregate with all other sales, transfers, licenses or leases permitted under this clause (x) occurring from and after the Closing Date, so long as the Net Proceeds are applied as a mandatory prepayment in accordance with and to the extent required by the provisions of Section 5.7.1 [Sale of Assets]; (xi) the abandonment, cancellation, non-renewal or discontinuance of use or maintenance of non-material intellectual property or failure to maintain in any material respect the integrity and security of the software used in the business of the Borrower and its Subsidiariesor any Subsidiary, except in each case to the extent any such abandonment, cancellation, non-renewal, discontinuance or failure, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Change; (gxii) Transfers the disposition of property subject to casualty events upon receipt assets that may be required by a Governmental Authority in connection with antitrust approval of the insurance payments with respect to such casualty eventsa Permitted Acquisition; (hxiii) Sales the disposition or discounts without recourse transfer of accounts receivable arising in the ordinary course of business property in connection with the compromise or collection thereofa corporate reorganization related to any Permitted Acquisition in an aggregate amount not to exceed $10,000,000; and (i1) Dispositions by any Subsidiary of the Borrower to the Borrower or another Subsidiary of the Borrowerinvestments permitted under Section 8.2.4 [Loans and Investments] and (2) dividends and other distributions permitted under Section 8.2.5 [Dividends and Related Distributions].

Dispositions of Assets or Subsidiaries. The Borrower Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of the Borrower) (each, a “Disposition”such Loan Party), except: (ai) Dispositions any sale, transfer or lease of obsolete or worn out property or property no longer useful in the business of assets by the Borrower or any wholly owned Subsidiary to the Borrower or any other wholly owned Subsidiary that is a Guarantor and any sale or transfer of its Subsidiaries, whether now owned or hereafter acquiredDesignated Assets by a Subsidiary of the Borrower to another Subsidiary of the Borrower followed by an immediate transfer to a Special Purpose Subsidiary, in connection with a securitization or other receivables sale transaction so long as such transaction is non-recourse to any of the ordinary course of businessLoan Parties or any Special Purpose Subsidiary (except for customary recourse provisions, including recourse to the Designated Assets being sold or transferred); (bii) Dispositions any sale, transfer or lease of Collateral to assets which are no longer necessary or required in the extent that no conduct of the Borrower’s or any Subsidiary’s business resulting in after-tax proceeds (net of reasonable and customary expenses in connection with such Disposition results in a Collateral Shortfall at any timesale, transfer or lease); (ciii) Dispositions any sale, transfer or lease of Investments held in the Borrower’s investment portfolio (including Investments in Subsidiaries and Joint Ventures, either held directly or indirectly by the Borrower, but excluding the Collateral) in the ordinary course of business; (d) 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 promptly applied to the purchase price of such replacement property; (e) Dispositions of property for fair market value; (f) Leases, subleases, licenses or sublicenses of property assets in the ordinary course of business and which are replaced by substitute assets; and (iv) any sale or transfer of all of the capital stock or substantially all of the assets of one or more Subsidiaries of the Borrower so long as, in any fiscal year, (A) the assets of such sold or transferred Subsidiaries do not materially interfere with exceed 5% of the business total assets of the Borrower and its the Consolidated Subsidiaries and (B) no more than 5% of Consolidated EBITDA is attributable to such sold or transferred Subsidiaries; , in the case of clause (g) Transfers of property subject to casualty events upon receipt A), determined as of the insurance payments with respect most recent fiscal quarter ending prior to such casualty events; (h) Sales or discounts without recourse of accounts receivable arising disposition and, in the ordinary course case of business in connection with clause (B), determined as of the compromise or collection thereof; and most recent four (i4) Dispositions fiscal quarters ending prior to such disposition. The Agent is expressly authorized by the Banks to release any Guarantor from the Guaranty Agreement and any Subsidiary of the Borrower to from the Borrower Intercompany Subordination Agreement if (A) its capital stock or another Subsidiary substantially all of the Borrowerassets are sold or transferred in accordance with Section 8.2.7(iv) above or (B) it is liquidated in accordance with Section 8.2.6(i).

Dispositions of Assets or Subsidiaries. The Borrower Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests Capital Stock of a Subsidiary of the Borrower) (each, a “Disposition”such Loan Party), except: (ai) Dispositions transactions involving the sale of obsolete or worn out property or property no longer useful in the business of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, inventory in the ordinary course of business; (b) Dispositions of Collateral to the extent that no such Disposition results in a Collateral Shortfall at any time; (c) Dispositions of Investments held in the Borrower’s investment portfolio (including Investments in Subsidiaries and Joint Ventures, either held directly or indirectly by the Borrower, but excluding the Collateral) in the ordinary course of business; (d) 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 any sale, transfer or lease of such Disposition are promptly applied to the purchase price of such replacement property; (e) Dispositions of property for fair market value; (f) Leases, subleases, licenses or sublicenses of property assets in the ordinary course of business which are no longer necessary or required in the conduct of such Loan Party's or such Subsidiary's business; or (iii) any sale, transfer or lease of assets by any wholly owned Subsidiary of such Loan Party to another Loan Party, and which do not materially interfere with in the business event that any Subsidiary that is a Direct Foreign Subsidiary is transferred by any Loan Party pursuant to a corporate restructuring and as a result of restructuring such transferred Subsidiary ceases to be a Direct Foreign Subsidiary, Administrative Agent shall release the pledge by the transferring Loan Party of 65% of its equity in such Subsidiary provided that the Borrower causes the direct parent company of the Borrower and transferee Subsidiary, if such transferee Subsidiary is a Direct Foreign Subsidiary, to pledge 65% of its Subsidiariesequity interest in such transferee Direct Foreign Subsidiary as required by this Agreement; (giv) Transfers any sale, transfer or lease of property subject to casualty events upon receipt of the insurance payments with respect to assets which are reinvested in such casualty eventsLoan Party’s business within one hundred eighty (180) days; (hv) Sales any sale, transfer or discounts without recourse lease of accounts receivable arising assets in the ordinary course of business in connection with which are replaced by substitute assets acquired or leased within one hundred eighty (180) days; provided such substitute assets are subject to the compromise Lenders’ Prior Security Interest; or (vi) any sale, transfer or collection thereof; and lease of assets, other than those specifically excepted pursuant to clauses (i) Dispositions through (v) above, which is approved by any Subsidiary the Required Lenders so long as the after-tax proceeds (as reasonably determined by the Borrower) are applied as a mandatory prepayment of the Borrower to Term Loans, if any, in accordance with the Borrower or another Subsidiary provisions of the BorrowerSection 5.7.1 [Sale of Assets] above.

Dispositions of Assets or Subsidiaries. The Borrower Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of such Loan Party) which are, or would become, Collateral under any of the Borrower) (each, a “Disposition”)Loan Documents, except: (ai) Dispositions transactions involving the sale of obsolete or worn out property or property no longer useful in the business of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, inventory in the ordinary course of business; (b) Dispositions of Collateral to the extent that no such Disposition results in a Collateral Shortfall at any time; (c) Dispositions of Investments held in the Borrower’s investment portfolio (including Investments in Subsidiaries and Joint Ventures, either held directly or indirectly by the Borrower, but excluding the Collateral) in the ordinary course of business; (d) 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 any sale, transfer or lease of such Disposition are promptly applied to the purchase price of such replacement property; (e) Dispositions of property for fair market value; (f) Leases, subleases, licenses or sublicenses of property assets in the ordinary course of business and which do not materially interfere with are obsolete or no longer necessary or required in the business conduct of such Loan Party's or such Subsidiary's business, including the sale, transfer or exchange of any owned or leased Real Property, or the election by the Borrower and to terminate or to allow to expire the leases of any Real Property, that the Borrower has determined is not necessary or feasible for use in its Subsidiariesmining operations; (giii) Transfers any sale, transfer or lease of property subject to casualty events upon receipt of the insurance payments with respect to such casualty events; (h) Sales or discounts without recourse of accounts receivable arising assets in the ordinary course of business which are replaced by substitute assets acquired or leased; provided such substitute assets are subject to the Lenders' Prior Security Interest (subject to Permitted Liens); (iv) any sale, transfer or lease of assets in connection with the compromise ordinary course of business which are replaced by substitute assets acquired or collection thereofleased; andprovided such substitute assets are subject to the Lenders' Prior Security Interest (subject to Permitted Liens); (v) disposition of assets acquired in a Permitted Acquisition, within 270 days of such Permitted Acquisition, that are not necessary or required in the conduct of such Loan Party’s business; or (vi) any sale, transfer or lease of assets (other than Hallador's member or equity interest in the Borrower), the aggregate amount of which does not exceed $7,500,000, other than those specifically excepted pursuant to clauses (i) Dispositions by any Subsidiary of the Borrower to the Borrower or another Subsidiary of the Borrowerthrough (v) above.

Dispositions of Assets or Subsidiaries. The Borrower shall not, and shall not permit Make any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of the Borrower) (each, a “Asset Disposition”), except: (a) Dispositions any sale, transfer or lease of obsolete or worn out property or property no longer useful in the business of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, assets in the ordinary course of business which are no longer necessary or required in the conduct of such Loan Party’s or such Subsidiary’s business; (b) Dispositions any sale, transfer or lease of Collateral to assets in the extent that no such Disposition results in a Collateral Shortfall at any timeordinary course of business which are replaced by substitute assets acquired or leased within the parameters permitted by the terms of this Agreement; (c) Dispositions any sale of Investments held in the Borrower’s investment portfolio (including Investments in Subsidiaries and Joint Ventures, either held directly or indirectly by the Borrower, but excluding the Collateral) defaulted receivables in the ordinary course of business; (d) Dispositions abandonment, cancellation or disposition 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 promptly applied to the purchase price of such replacement property; (e) Dispositions of property for fair market value; (f) Leases, subleases, licenses or sublicenses of any non-material intellectual property in the ordinary course of business business; (e) dispositions of Government Contracts that are required by law or by any government authority or government agency to be sold as a result of an organizational conflict of interest; (f) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clause (a) through (e) above, which, to the extent exceeding $50,000,000 during any fiscal year in the aggregate for all such dispositions, is approved by the Required Lenders so long as the Net Cash Proceeds (as reasonably estimated by the Borrowers) are applied as a mandatory prepayment of the Term Loans and which do not materially interfere Delayed Draw Term Loans in accordance with the business provisions of the Borrower and its Subsidiaries;Section 5.3(a) [Sale of Assets]; or (g) Transfers the disposition of property Permitted Factoring Property in Permitted Factoring Transactions; provided that the aggregate net book value of all accounts receivable of the Borrowers and their Subsidiaries at any time subject to casualty events upon receipt Permitted Factoring Transactions shall not exceed the greater of (A) $100,000,000 and (B) twenty-five percent (25%) of the insurance payments with respect to such casualty events; (h) Sales or discounts without recourse net book value of the accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; and (i) Dispositions by any Subsidiary of the Borrower to the Borrower or another Subsidiary Borrowers and their Subsidiaries on a consolidated basis as of the Borrowerend of the four fiscal quarters most recently ended for which the Borrowers have delivered pursuant to Section ‎8.12(a) [Quarterly Financial Statements] or Section ‎8.12(b)‎ [Annual Financial Statements], as applicable.

Dispositions of Assets or Subsidiaries. The Borrower Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of the Borrower) (each, a “Disposition”such Loan Party), except: (ai) Dispositions transactions involving the sale of obsolete or worn out property or property no longer useful in the business of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, inventory in the ordinary course of business; (bii) Dispositions any sale, transfer or lease of Collateral to assets in the extent that ordinary course of business which are no longer necessary or required in the conduct of such Disposition results in a Collateral Shortfall at any timeLoan Party's or such Subsidiary's business; (ciii) Dispositions any sale, transfer or lease of Investments held in the Borrower’s investment portfolio assets by any wholly owned Subsidiary of such Loan Party to another Loan Party; (including Investments in Subsidiaries and Joint Venturesiv) any sale, either held directly transfer or indirectly lease of assets, other than those specifically excepted pursuant to clauses (i) through (iii) above, which is approved by the BorrowerRequired Banks prior to such sale, but excluding the Collateraltransfer or lease of assets which approval shall not be unreasonably withheld; (v) any sale or disposition of assets not in the ordinary course of business;, provided that all such sales or other dispositions do not -------- exceed, in the aggregate, $5,000,000; or CREDIT AGREEMENT (dvi) Dispositions Securities Monetizations permitted in accordance with the terms of equipment or real property Section 8.2.1(viii); provided, however, that nothing contained in this Section 8.2.7 shall prohibit -------- ------- (a) the sale of any Acquisition, the stock of which Acquisition is not part of the Pledged Collateral, so long as the Borrower gives notice of such sale to the extent that Administrative Agent and to the Broker in accordance with the terms of Section 8.1.13, (i) such property is exchanged for credit against the purchase price of similar replacement property or (iib) the proceeds making of such Disposition are promptly applied to the purchase price any Acquisition permitted under Section 8.1.15 hereof, (c) sales of such replacement property; (e) Dispositions of property for fair market value; (f) Leases, subleases, licenses or sublicenses of property Pledged Collateral in the ordinary course of Borrower's business and which do not materially interfere provided that Borrower is at all times in compliance with the business Borrowing Base and subject to the terms of Section 5 of the Borrower and its Subsidiaries; Security Agreement (gSpecial Collateral Account) Transfers or for (d) distributions of property subject Pledged Collateral by 1999 Internet Capital L.P. to casualty events upon receipt the extent of the insurance payments with respect then applicable Profit Percentage to such casualty events; (h) Sales or discounts without recourse of accounts receivable arising the limited partners who shall be entitled thereto in the ordinary course of business in connection accordance with the compromise or collection thereof; and (i) Dispositions by any Subsidiary terms of the Borrower to Partnership Agreement and the Borrower or another Subsidiary Administrative Agent on behalf of the BorrowerBanks agrees to release its Lien on such portion of the Pledged Collateral at the time such Securities are to be distributed in accordance with the terms of the Partnership Agreement.