Common use of Dispositions of Assets or Subsidiaries Clause in Contracts

Dispositions of Assets or Subsidiaries. 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), except: (i) transactions involving the sale of inventory in the ordinary course of business; (ii) any sale, transfer, disposal, abandonment or lease of 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; (iii) any sale, transfer or lease of assets by any Loan Party or wholly owned Subsidiary of such Loan Party to another Loan Party; (iv) any sale, transfer disposal, abandonment or lease of assets in the ordinary course of business which are replaced by substitute assets acquired or leased within the parameters of Section 8.2.17 [Capital Expenditures and Leases]; provided such substitute assets are obtained within 180 days and are subject to the Lenders’ Prior Security Interest; or (v) any sale, transfer or lease of assets in connection with a Permitted Joint Venture to the extent permitted pursuant to Section 8.2.4 (vii), 8.2.4 (viii) and/or 8.2.8 [Affiliate Transactions] of this Agreement; (vi) any sale, transfer, disposal, abandonment or lease of assets, other than those specifically excepted pursuant to clauses (i) through (v) above, up to an amount of $500,000 per fiscal year; or (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 Lenders so long as the after-tax proceeds (as reasonably estimated by the Borrowers) are applied as a mandatory prepayment of the Term Loans in accordance with the provisions of Section 5.7.1 [Sale of Assets] above.

Dispositions of Assets or Subsidiaries. Each of the Loan Parties (other than the Parent) shall not, and shall not permit any of its Restricted 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 Restricted Subsidiary of such Loan Party), except: (i) transactions involving the sale of inventory in the ordinary course of business; (ii) any sale, transfer, disposal, abandonment transfer or lease of 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; (iii) any sale, transfer or lease of assets by any wholly-owned Restricted Subsidiary of such Loan Party or wholly owned Subsidiary of by such Loan Party to another Loan Party; (iv) any sale, transfer disposal, abandonment or lease of assets in the ordinary course of business which are replaced by substitute assets acquired or leased within the parameters of Section 8.2.17 [Capital Expenditures and Leases]; provided such substitute assets are obtained within 180 days and are subject to the Lenders’ Prior Security Interest; or (v) any sale, transfer or lease of assets in connection with a Permitted Joint Venture to the extent permitted pursuant to Section 8.2.4 (vii), 8.2.4 (viii) and/or 8.2.8 [Affiliate Transactions] of this Agreement; (vi) any sale, transfer, disposal, abandonment or lease of assets, other than those specifically excepted pursuant to clauses (i) through (v) above, up to an amount of $500,000 per fiscal year; or (vii) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (viiii) above, which is approved by involving up to two and one half percent (2.5%) of the Required Lenders so long as Consolidated Assets in the aggregate in any fiscal year; provided, that after giving effect to such sale, transfer or lease of assets, the aggregate amount of all sales, transfers or leases of assets since the Closing Date does not exceed 10% of the Consolidated Assets; (v) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (iv) above, involving more than two and one half percent (2.5%) but less than ten percent (10%) of the Consolidated Assets in the aggregate in any fiscal year, provided, that, to the extent that the after-tax proceeds (as reasonably estimated by the BorrowersBorrower) fail to be reinvested in other Permitted Assets within one hundred eighty (180) days, such after-tax proceeds are applied as a mandatory prepayment of the Term Loans in accordance with the provisions of Section 5.7.1 4.5.1 [Sale of Assets] above; (vi) any transaction consummated in accordance with the Peabody Reserve Substitution Agreement or (vii) the sale, transfer or other disposition of equity interests in Unrestricted Subsidiaries.

Dispositions of Assets or Subsidiaries. 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), except: (i) transactions involving the sale of inventory in the ordinary course of business; (ii) any sale, transfer, disposal, abandonment transfer or lease of assets in the ordinary course of business which are no longer necessary or required in the conduct of such Loan Party’s 's or such Subsidiary’s 's business; (iii) any sale, transfer or lease of assets by by: (A) any Loan Party or wholly owned Subsidiary of such Loan Party to another Loan Party; (B) any Subsidiary of the Parent Company that is not a Loan Party to another Subsidiary of the Parent Company that is not a Loan Party; (C) any Subsidiary of the Parent Company that is not a Loan Party to a Loan Party, or any Loan Party to any Subsidiary of the Parent Company that is not a Loan Party, in each case in the ordinary course of business substantially consistent with past practice (“Ordinary Course”); (D) any Subsidiary of the Parent Company that is not a Loan Party to a Loan Party, outside the Ordinary Course, provided that the consideration paid by such Loan Party (x) must not be greater than fair market value of the assets sold, transferred or leased, (y) if paid as Indebtedness, is permitted under Section 8.2.1 [Indebtedness], and (z) either (I) when added with the outstanding loans, investments and advances made by Loan Parties in Subsidiaries of the Parent Company that are not Loan Parties pursuant to Section 8.2.4(iv)(D) (not including those set forth on Schedule 8.2.4), does not exceed $3,000,000 in the aggregate at any time or (II) is set forth on Schedule 8.2.4; and (E) any Loan Party to any Subsidiary of the Parent Company that is not a Loan Party, outside the Ordinary Course, provided that the consideration paid by such Subsidiary (x) must not be less than fair market value of such sold, transferred or leased assets, and, if paid as Indebtedness, is permitted under Section 8.2.1 [Indebtedness], and (y) when added with the outstanding loans, investments and advances made by Loan Parties in Subsidiaries of the Parent Company that are not Loan Parties pursuant to Section 8.2.4(iv)(D), does not exceed $5,000,000 in the aggregate; (iv) any sale, transfer disposal, abandonment or lease of assets in the ordinary course of business which are replaced by substitute assets acquired or leased within the parameters of Section 8.2.17 [Capital Expenditures and Leases]; provided such substitute assets are obtained within 180 days and are subject to the Lenders’ Prior Security Interest; orleased; (v) any sales, transfers, leases or other dispositions of assets of Immaterial Subsidiaries; (vi) dividends and distributions permitted by Section 8.2.5 [Dividends and Related Distributions]; (vii) investments, advances and loans permitted by Section 8.2.4 [Loans and Investments]; (viii) assignments, licenses and sublicenses of intellectual property in the ordinary course of business; and (ix) the sale, transfer or lease of assets in connection with a Permitted Joint Venture to resulting from the extent permitted pursuant to Section 8.2.4 (vii), 8.2.4 (viii) and/or 8.2.8 [Affiliate Transactions] of this Agreement; (vi) any sale, transfer, disposal, abandonment or lease of assets, other than those specifically excepted pursuant to clauses (i) through (v) above, up to an amount of $500,000 per fiscal year; or (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 Lenders so long as the after-tax proceeds (as reasonably estimated by the Borrowers) are applied as a mandatory prepayment of the Term Loans in accordance with the provisions of Section 5.7.1 [Sale of Assets] abovefacility closures listed on Schedule 8.2.7 attached hereto.

Dispositions of Assets or Subsidiaries. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, sell, sell and lease back, 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), except: (i) : transactions involving the sale of inventory in the ordinary course of business; (ii) ; any sale, transfer, disposal, abandonment transfer or lease of assets in the ordinary course of business which are is not material in relation to such Loan Party’s or such Subsidiary’s assets, and no longer necessary or required in the conduct of such Loan Party’s or such Subsidiary’s business; (iii) ; any sale, transfer or lease of assets by any Loan Party or wholly owned Subsidiary of such Loan Party to another Loan Party; (iv) ; any sale, transfer disposal, abandonment or lease of assets in the ordinary course of business which are is replaced by substitute assets acquired or leased within the parameters of Section 8.2.17 [Capital Expenditures and Leases]; leased, provided such substitute assets are obtained within 180 days and assets, to the extent replacing Collateral, are subject to the LendersBanks’ Prior Security Interest; or (v) any sale, transfer or lease of assets in connection with a Permitted Joint Venture properties which (a) have become obsolete or (b) have no material net value (after giving effect to the extent permitted pursuant to Section 8.2.4 (vii), 8.2.4 (viiicost of maintaining such properties) and/or 8.2.8 [Affiliate Transactions] and have no use in the business of this Agreement; (vi) the Loan Parties; and any sale, transfer, disposal, abandonment transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (v) above, up to an amount of $500,000 per fiscal year; or (vii) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (vi) above, which is approved by provided that the Required Lenders so long as the after-tax proceeds (as reasonably estimated by the Borrowers) are applied as a mandatory prepayment aggregate value of the Term Loans assets subject to all such sales under this Section 7.2.7(vi) does not exceed $25,000,000 in accordance with the provisions of Section 5.7.1 [Sale of Assets] aboveaggregate.

Dispositions of Assets or Subsidiaries. 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 any sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles 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 such Loan Party), except: (ia) transactions involving the sale of inventory in the ordinary course of business; (iib) any sale, transfer, disposal, abandonment transfer or lease of 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; (iiic) any sale, transfer or lease of assets by any Loan Party or wholly owned Subsidiary of such Loan Party to another Loan Party; (ivd) any sale, transfer disposal, abandonment or lease of assets in the ordinary course of business which are replaced by substitute assets acquired or leased within the parameters of Section 8.2.17 [Capital Expenditures and Leases]; 9.15, provided such substitute assets are obtained within 180 days and are subject to the Lenders’ Prior Security Interest; orand (ve) any other sale, transfer or lease of assets in connection with a Permitted Joint Venture to the extent permitted pursuant to Section 8.2.4 (vii)not described above, 8.2.4 (viii) and/or 8.2.8 [Affiliate Transactions] of this Agreement; (vi) any sale, transfer, disposal, abandonment or lease of assets, other than those specifically excepted pursuant to clauses so long as (i) through no Event of Default or Default exists or would result therefrom, (vii) abovethe aggregate book value of such assets (net of depreciation) sold, up transferred or leased during any fiscal year does not exceed $10,000,000, (iii) the aggregate book value of such assets (net of depreciation) sold, transferred or leased on or after the Closing Date does not exceed $25,000,000, and (iv) the Borrower provides to an amount the Agent a written certification with respect to the compliance of $500,000 per fiscal year; or such transaction with all such terms, not later than five (vii5) any sale, transfer or lease of assets, other than those specifically excepted pursuant Business Days prior to clauses (i) through (vi) above, which is approved by the Required Lenders so long as the after-tax proceeds (as reasonably estimated by the Borrowers) are applied as a mandatory prepayment of the Term Loans in accordance with the provisions of Section 5.7.1 [Sale of Assets] abovesuch transaction.

Dispositions of Assets or Subsidiaries. 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, to 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 such Loan Party)Asset Disposition, except: (i) transactions involving the sale, lease, sale and leaseback or sublease of inventory or equipment in the ordinary course of business; (ii) any sale, transfer, disposal, abandonment transfer or lease of 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, and other sales, transfers and leases of assets which do not exceed $5,000,000 in the aggregate during the term of this Agreement (the value of such sales, transfers and leases to be determined by an arms-length sales price of the assets so disposed of by the Loan Parties and their Subsidiaries); (iii) any sale, transfer or lease of assets by any Loan Party or wholly owned Subsidiary of such Loan Party to another Loan Party; (iv) any sale, transfer disposal, abandonment or lease of assets in the ordinary course of business which are replaced by substitute assets acquired or leased within the parameters of Section 8.2.17 [Capital Expenditures and Leases]leased; provided such substitute assets are obtained within 180 days and are subject to the Lenders’ Prior Security Interest; or (v) any sale, transfer or lease of assets in connection with a Permitted Joint Venture to the extent permitted pursuant to Section 8.2.4 (vii), 8.2.4 (viii) and/or 8.2.8 [Affiliate Transactions] of this Agreement; (vi) any sale, transfer, disposallease, abandonment sale and leaseback or lease sublease of assets, other than those specifically excepted pursuant to clauses (i) through (v) above, up to an amount of $500,000 per fiscal year; or (vii) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (viiv) above, which is approved by the Required Lenders so long as the after-tax proceeds (as reasonably estimated by the Borrowers) are applied as a mandatory prepayment of the Term Loans in accordance with the provisions of Section 5.7.1 [Sale of Assets] aboveLenders.

Dispositions of Assets or Subsidiaries. Each of the Loan Parties shall not, and shall not permit any of its Domestic 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), except: (i) transactions involving the sale of inventory in the ordinary course of business; (ii) any sale, transfer, disposal, abandonment transfer or lease of 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; (iii) any sale, transfer or lease of assets by any Loan Party or wholly owned Subsidiary of such Loan Party to another Loan Party; (iv) any sale, transfer disposal, abandonment or lease of assets in the ordinary course of business which are replaced by substitute assets acquired or leased within the parameters of Section 8.2.17 [Capital Expenditures and Leases]; provided such substitute assets are obtained within 180 days and are subject to the Lenders’ Prior Security Interest; orassets; (v) any sale, transfer or lease of assets in connection with a Permitted Joint Venture Receivable Financing in an amount not to exceed Two Hundred Fifty Million and 00/100 Dollars ($250,000,000.00) unless such Receivables Financing has been approved by the extent permitted pursuant to Section 8.2.4 (vii), 8.2.4 (viii) and/or 8.2.8 [Affiliate Transactions] of this Agreement;Required Lenders; or (vi) any sale, transfer, disposal, abandonment transfer or lease of properties or assets, other than those specifically excepted pursuant to clauses (i) through (v) above, up provided that: (A) there shall not exist any Event of Default or Potential Default immediately prior to an amount and after giving effect to such sale; and (B) the aggregate value of $500,000 per such assets sold, transferred or leased by the Loan Parties and their Subsidiaries during the term of this Agreement shall not exceed twenty percent (20%) of Consolidated Tangible Assets during the term of this Agreement or ten percent (10%) of Consolidated Tangible Assets in any fiscal year; or (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 Lenders so long as the after-tax proceeds (as reasonably estimated by the Borrowers) are applied as a mandatory prepayment of the Term Loans in accordance with the provisions of Section 5.7.1 [Sale of Assets] above.

Dispositions of Assets or Subsidiaries. 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), exceptexcept for the following: (i) transactions involving the sale of inventory in the ordinary course of business; (ii) any sale, transfer, disposal, abandonment transfer or lease of assets in the ordinary course of business which are obsolete, worn out or no longer necessary or required in the conduct of such Loan Party’s or such Subsidiary’s business; (iii) any sale, transfer or lease of assets by any (a) one Loan Party or wholly owned a Non-Loan Party Subsidiary, to a Loan Party, (b) a Non-Loan Party Subsidiary of such to another Non-Loan Party Subsidiary, or (c) a Loan Party to another a Non-Loan Party;Party Subsidiary, so long as the aggregate market value of such sales, transfers or leases of assets by Loan Parties to Non-Loan Party Subsidiaries does not exceed 5% of Consolidated Total Assets at any time, subject in each case to compliance with Sections 7.2.4, 7.2.5, 7.2.9 and 7.2.18; and (iv) any sale, transfer disposal, abandonment sales or lease other transfers of assets accounts receivables and related rights of the Company and its Subsidiaries pursuant to or in the ordinary course of business which are replaced by substitute assets acquired or leased within the parameters of Section 8.2.17 [Capital Expenditures and Leases]; provided such substitute assets are obtained within 180 days and are subject to the Lenders’ Prior Security Interest; orconnection with a Permitted Accounts Receivable Program; (v) any sale, transfer or lease of assets not listed in connection with a Permitted Joint Venture to the extent permitted pursuant to Section 8.2.4 (vii), 8.2.4 (viii) and/or 8.2.8 [Affiliate Transactions] of this Agreement; (vi) any sale, transfer, disposal, abandonment or lease of assets, other than those specifically excepted pursuant to clauses (i) through (iv) above provided that (A) no Event of Default shall exist or shall result from such disposition, and (B) the aggregate net book value of all assets so sold by the Loan Parties and their Subsidiaries pursuant to this clause (v) aboveshall not exceed in any fiscal year 10% of the Consolidated Total Assets measured as of the end of the previous fiscal year (such 10% figure shall be referred to as “Availability”), up provided that to an amount the extent that such value of $500,000 per assets sold, transferred or leased is less than Availability in such fiscal year; oryear (the difference being, the “Unused Portion”), such Unused Portion may be carried over to the next fiscal year (but not to subsequent fiscal years) and increase Availability in such next fiscal year by such amount, provided further that the aggregate net book value of all assets sold, transferred or leased in any two consecutive fiscal years may not exceed 20% of Consolidated Total Assets measured at the beginning of such two-consecutive fiscal year period; (viivi) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (viv) above, which is approved by the Required Lenders so long as the after-tax proceeds Lenders; (as reasonably estimated vii) any installment sale of timberland in connection with a timberland installment note monetization transaction or which is otherwise consented to by the Borrowers) are applied as Administrative Agent (a mandatory prepayment of the Term Loans in accordance with the provisions of Section 5.7.1 [Sale of Assets] above.“

Dispositions of Assets or Subsidiaries. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, license, 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 (including Intellectual Property) 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), exceptexcept for the following: (i) transactions involving the sale of inventory in the ordinary course of business; (ii) any sale, transfer, disposal, abandonment transfer or lease of assets in the ordinary course of business which are obsolete, surplus, worn out or no longer necessary used or required useful in the conduct of such Loan Party’s or such Subsidiary’s business; (iii) any sale, transfer or lease of assets by any (a) one Loan Party or wholly owned a Non-Loan Party Subsidiary, to a Loan Party; provided however that no Domestic Loan Party may sell, transfer or lease its assets to a Foreign Loan Party for less than fair market value, (b) a Non-Loan Party Subsidiary of such to another Non-Loan Party Subsidiary, or (c) a Loan Party to another a Non-Loan PartyParty Subsidiary, so long as (1) such sale, transfer or lease from a Loan Party to a Non-Loan Party Subsidiary occurred prior to May 1, 2022 or after December 31, 20235 and (2) the aggregate market value of such sales, transfers or leases of assets by Loan Parties to Non-Loan Party Subsidiaries does not exceed 5% of Consolidated Total Assets at any time, subject in each case to compliance with Sections 7.2.4, 7.2.5, 7.2.8 and 7.2.18; (iv) any sale, transfer disposal, abandonment sales or lease other transfers of assets accounts receivables and related rights of the Company and its Subsidiaries pursuant to or in the ordinary course of business which are replaced by substitute assets acquired or leased within the parameters of Section 8.2.17 [Capital Expenditures and Leases]; provided such substitute assets are obtained within 180 days and are subject to the Lenders’ Prior Security Interest; orconnection with a Permitted Accounts Receivable Program; (v) any sale, transfer or lease of assets not listed in connection with a Permitted Joint Venture to the extent permitted pursuant to Section 8.2.4 (vii), 8.2.4 (viii) and/or 8.2.8 [Affiliate Transactions] of this Agreement; (vi) any sale, transfer, disposal, abandonment or lease of assets, other than those specifically excepted pursuant to clauses (i) through (iv) above provided that (A) no Event of Default shall exist or shall result from such disposition, (B) the aggregate net book value of all assets constituting Domestic Collateral so sold by the Loan Parties and their Subsidiaries pursuant to this clause (v) above, up to an amount of shall not exceed $500,000 per 20,000,000 in any fiscal year; or , and (viiC) any saleno Domestic Loan Party may sell, transfer or lease its assets to a Foreign Loan Party for less than fair market value 10% of assetsthe Consolidated Total Assets measured as of the end of the previous fiscal year (such 10% figure shall be referred to as “Availability”), other provided that to the extent that such value of assets sold, transferred or leased is less than those specifically excepted pursuant Availability in such fiscal year (the difference being, the “Unused Portion”), such Unused Portion may be carried over to clauses the next fiscal year (ibut not to subsequent fiscal years) through and increase Availability in such next fiscal year by such amount, provided further (vi) abovethat the aggregate net book value of all assets sold, which is approved by transferred or leased in any two consecutive fiscal years may not exceed 20% of Consolidated Total Assets measured at the Required Lenders so long as beginning of such two-consecutive fiscal year period, and (C) the after-tax net cash proceeds (as reasonably estimated by the BorrowersCompany) are applied as a mandatory prepayment of the Term Loans to the extent required in accordance with the provisions of Section 5.7.1 [Sale 4.5.2 above; (vii) (vi) (a) licensing or sublicensing of Assets] aboveany intellectual property rights in the ordinary course of business which does not materially interfere with the business of the Company and its Subsidiaries and (b) leases, subleases, licenses or sublicenses of property in the ordinary course of business and which do not materially interfere with the business of the Company and its Subsidiaries; (viii) (vii) any sale of timberland properties; (ix) (viii) any sale, conveyance, assignment, transfer, lease or disposition of assets among the Company and its Subsidiaries to the extent permitted under Section 7.2.1, 7.2.4, 7.2.5 or7.2.6; (x) (ix) sales or other transfers of accounts receivables and related rights of the Company and its Subsidiaries pursuant to or in connection with a Permitted Supply Chain Finance Program.; (xi) (x) the Swiss Principal Transactions; and (xii) (xi) any disposal or transfer of a Property located in Germany which cannot be prohibited under section 1136 of the German Civil Code (Bürgerliches Gesetzbuch).

Dispositions of Assets or Subsidiaries. Each of the Loan Parties The Borrower shall not, and shall not permit any of its Subsidiaries to, selldirectly or indirectly, 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 such Loan Party)Disposition, except: (i) transactions involving the sale sales of inventory in the ordinary course of business; (ii) any sale, transfer, disposal, abandonment transfer or lease of 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 businessthe business of the Borrower and its Subsidiaries; (iii) any sale, transfer or lease of assets (A) permitted by any Section 8.2.4 [Loans and Investments] or 8.2.5 [Dividends and Related Distributions], (B) to a Loan Party or wholly owned (C) by a Non-Guarantor Subsidiary of such Loan Party to another Loan PartyNon-Guarantor Subsidiary; (iv) any sale, transfer disposal, abandonment or lease of assets in the ordinary course of business which are replaced by substitute assets acquired or leased within the parameters of Section 8.2.17 8.2.14 [Capital Expenditures and LeasesLimitation on Negative Pledge Clauses]; provided such substitute assets are obtained within 180 days and are subject to the Lenders’ Prior Security Interest; or; (v) any sale, transfer or lease of assets in connection with a Permitted Joint Venture to Disposition; provided that (x) the extent permitted pursuant to Section 8.2.4 Specified Transaction Requirements are satisfied and (vii), 8.2.4 (viiiy) and/or 8.2.8 [Affiliate Transactions] of this Agreement; (vi) any sale, transfer, disposal, abandonment or lease of assets, other than those specifically excepted pursuant to clauses (i) through (v) above, up to an amount of $500,000 per fiscal year; or (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 Lenders so long as the after-tax proceeds (as reasonably estimated by the Borrowers) Net Cash Proceeds are applied as a mandatory prepayment of the Term Loans in accordance with the provisions of Section 5.7.1 5.7.2 [Sale of Assets] above]; (vi) sales of Specified Factored Accounts by the Borrower to a Factor, so long as the following terms and conditions are satisfied: (A) the aggregate face amount of Specified Factored Accounts which may be sold by the Borrower shall not exceed $15,000,000 during any fiscal year; (B) any sale or transfer of Specified Factored Accounts shall be without any recourse, offset or claim of any kind or nature to or against any Loan Party, the Administrative Agent or any Lender; and (C) no Potential Default or Event of Default shall exist; and (vii) the transfer by the Borrower or any Subsidiary (other than a Foreign Subsidiary) of any Equipment to any Foreign Subsidiary; provided that the fair market value of all such Equipment transferred pursuant to this clause (vii) does not exceed $500,000 in the aggregate.

Dispositions of Assets or Subsidiaries. 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), exceptexcept for the following: (i) transactions involving the sale of inventory in the ordinary course of business; (ii) any sale, transfer, disposal, abandonment transfer or lease of assets in the ordinary course of business which are obsolete, worn out or no longer necessary or required in the conduct of such Loan Party’s or such Subsidiary’s business; (iii) any sale, transfer or lease of assets by any (a) one Loan Party or wholly owned a Non-Loan Party Subsidiary, to a Loan Party, (b) a Non-Loan Party Subsidiary of such to another Non-Loan Party Subsidiary, or (c) a Loan Party to another a Non-Loan Party;Party Subsidiary, so long as the aggregate market value of such sales, transfers or leases of assets by Loan Parties to Non-Loan Party Subsidiaries does not exceed 5% of Consolidated Total Assets at any time, subject in each case to compliance with Sections 7.2.4, 7.2.5, 7.2.8 and 7.2.18; and (iv) any sale, transfer disposal, abandonment sales or lease other transfers of assets accounts receivables and related rights of the Company and its Subsidiaries pursuant to or in the ordinary course of business which are replaced by substitute assets acquired or leased within the parameters of Section 8.2.17 [Capital Expenditures and Leases]; provided such substitute assets are obtained within 180 days and are subject to the Lenders’ Prior Security Interest; orconnection with a Permitted Accounts Receivable Program; (v) any sale, transfer or lease of assets not listed in connection with a Permitted Joint Venture to the extent permitted pursuant to Section 8.2.4 (vii), 8.2.4 (viii) and/or 8.2.8 [Affiliate Transactions] of this Agreement; (vi) any sale, transfer, disposal, abandonment or lease of assets, other than those specifically excepted pursuant to clauses (i) through (iv) above provided that (A) no Event of Default shall exist or shall result from such disposition, and (B) the aggregate net book value of all assets so sold by the Loan Parties and their Subsidiaries pursuant to this clause (v) aboveshall not exceed in any fiscal year 10% of the Consolidated Total Assets measured as of the end of the previous fiscal year (such 10% figure shall be referred to as “Availability”), up provided that to an amount the extent that such value of $500,000 per assets sold, transferred or leased is less than Availability in such fiscal year; oryear (the difference being, the “Unused Portion”), such Unused Portion may be carried over to the next fiscal year (but not to subsequent fiscal years) and increase Availability in such next fiscal year by such amount, provided further that the aggregate net book value of all assets sold, transferred or leased in any two consecutive fiscal years may not exceed 20% of Consolidated Total Assets measured at the beginning of such two-consecutive fiscal year period; (viivi) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (viv) above, which is approved by the Required Lenders so long as Lenders; (vii) any sale of timberland properties; and (viii) any sale, conveyance, assignment, transfer, lease or disposition of assets among the after-tax proceeds (as reasonably estimated by Company and its Subsidiaries to the Borrowers) are applied as a mandatory prepayment of the Term Loans in accordance with the provisions of extent permitted under Section 5.7.1 [Sale of Assets] above7.2.1, 7.2.2, 7.2.4, 7.2.5 or 7.2.6.

Dispositions of Assets or Subsidiaries. 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), except: (i) transactions involving the sale of inventory in the ordinary course of business; (ii) the licensing of the Borrower’s intellectual property in the ordinary course of business; (iii) the donation of inventory to charity during any sale, transfer, disposal, abandonment fiscal year in an aggregate not to exceed $2,000,000 in any fiscal year; (iv) the disposition or lease transfer of assets obsolete and worn-out equipment in the ordinary course of business during any fiscal year having an aggregate fair market value of not more than $1,000,000 and only to the extent that (i) the proceeds of any such disposition are used to acquire replacement equipment which is subject to Administrative Agent’s Prior Security Interest or (ii) the proceeds of which are no longer necessary or required applied as a mandatory prepayment of the Loans in accordance with the conduct provisions of such Loan Party’s or such Subsidiary’s businessSection 5.7.1 [Sale of Assets] above; (iiiv) sales or dispositions of assets or Subsidiaries not to exceed $10,000,000 in any fiscal year and only so long as the net proceeds of such sales or disposition are applied as a mandatory prepayment of the Loans in accordance with the provisions of Section 5.7.1 [Sale of Assets] above; (vi) any sale, transfer or lease of assets by any Loan Party or wholly owned Subsidiary any of such Loan Party its Subsidiaries to another Loan Party; (iv) any sale, transfer disposal, abandonment or lease of assets in the ordinary course of business which are replaced by substitute assets acquired or leased within the parameters of Section 8.2.17 [Capital Expenditures and Leases]; provided such substitute assets are obtained within 180 days and are subject to the Lenders’ Prior Security Interest; or (v) any sale, transfer or lease of assets in connection with a Permitted Joint Venture to the extent permitted pursuant to Section 8.2.4 (vii), 8.2.4 (viii) and/or 8.2.8 [Affiliate Transactions] of this Agreement; (vi) any sale, transfer, disposal, abandonment or lease of assets, other than those specifically excepted pursuant to clauses (i) through (v) above, up to an amount of $500,000 per fiscal year; or (vii) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (viv) above, which is approved by the Required Lenders so long as the after-tax proceeds (as reasonably estimated by the BorrowersBorrower) are applied as a mandatory prepayment of the Term Loans in accordance with the provisions of Section 5.7.1 [Sale of Assets] above.

Dispositions of Assets or Subsidiaries. Each Excluding the payment of cash as consideration for assets purchased by, or services rendered to, the Borrower or any Subsidiary, 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), except: (i) transactions involving the sale of inventory in the ordinary course of business; (ii) any sale, transfer, disposal, abandonment transfer or lease of 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; (iii) subject to Section 7.1.8, any sale, transfer or lease of assets by any Loan Party or wholly owned Subsidiary of such Loan Party the Borrower to another Loan Partythe Borrower or any other Subsidiary of the Borrower or by the Borrower to any Subsidiary of the Borrower; (iv) any salethe sale or transfer of non-core distribution assets on or after the Closing Date through and including May 31, transfer disposal, abandonment or lease 2013 having a book value of assets in the ordinary course of business which are replaced by substitute assets acquired or leased within the parameters of Section 8.2.17 [Capital Expenditures not more than Fifty Million and Leases]; provided such substitute assets are obtained within 180 days and are subject to the Lenders’ Prior Security Interest00/100 Dollars ($50,000,000.00); or (v) any sale, transfer or lease of assets in connection with a Permitted Joint Venture to the extent permitted pursuant to Section 8.2.4 (vii), 8.2.4 (viii) and/or 8.2.8 [Affiliate Transactions] of this Agreement; (vi) any sale, transfer, disposal, abandonment or lease of assets, other than those specifically excepted pursuant to clauses (i) through (v) above, up to an amount of $500,000 per fiscal year; or (vii) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (viiv) above, which is approved by in any one sale, transfer or lease of assets, or in any number of sales, transfers or leases of assets occurring (a) in any consecutive twelve (12) month period involves the Required Lenders so long as sale, transfer or lease of assets having a book value (excluding the after-tax proceeds book value of any Intangible Assets that are sold, transferred or leased) of not more than ten percent (as reasonably estimated by the Borrowers10%) are applied as a mandatory prepayment of the Term Loans Consolidated Net Tangible Assets and (b) during the term of this Agreement involves the sale, transfer, or lease of assets having a book value (excluding the book value of any Intangible Assets that are sold, transferred or leased) of not more than twenty percent (20%) of the Consolidated Net Tangible Assets (in accordance each case, measured with respect to a series of sales, transfers or leases of assets on the provisions day of Section 5.7.1 [Sale of Assets] abovethe first sale).

Dispositions of Assets or Subsidiaries. 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), except: (i) transactions involving the sale or other disposition of inventory in the ordinary course of business; (ii) any sale, transfer, disposal, abandonment lease or lease other disposition of 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; (iii) any sale, transfer or lease of assets by any Loan Party or wholly owned Subsidiary of such Loan Party to another Loan Party; (iv) any sale, transfer disposal, abandonment or lease of assets in the ordinary course of business which are replaced by substitute assets acquired or leased within the parameters of Section 8.2.17 8.2.14 [Capital Expenditures and Leases]; provided such substitute assets are obtained within 180 days and are subject to the Lenders’ Prior Security Interest; or; (v) any saleupon twenty (20) days prior written notice to Agent, transfer or lease of assets in connection with a Permitted Joint Venture to the extent permitted pursuant to Section 8.2.4 (vii), 8.2.4 (viii) and/or 8.2.8 [Affiliate Transactions] of this Agreement; (vi) any sale, transfer, disposal, abandonment lease or lease other disposition of assets, other than those specifically excepted a division, operations or business to a third party in a commercially reasonable arms-length transaction, whether as a sale of assets or equity of one or more Loan Parties, so long as the total value of the assets sold and/or transferred in conjunction with a sale of equity interests, pursuant to clauses this provision in the aggregate does not exceed $20,000,000 during the term of this Agreement and so long as the after-tax proceeds (ias reasonably estimated by the Borrower) through are applied as a mandatory prepayment of the Revolving Credit Loans (vif any) and a permanent reduction on a dollar-for-dollar basis to the Revolving Credit Commitment in accordance with the provisions of Section 5.7.1 [Sale of Assets] above, up to an amount of $500,000 per fiscal year; or (viivi) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (viv) above, which is approved by the Required Lenders or the disposition of property subject to governmental condemnation, so long as the after-tax proceeds (as reasonably estimated by the BorrowersBorrower) are applied as a mandatory prepayment of the Term Revolving Credit Loans (if any) and a permanent reduction on a dollar-for-dollar basis to the Revolving Credit Commitment in accordance with the provisions of Section 5.7.1 [Sale of Assets] above.

Dispositions of Assets or Subsidiaries. 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), except: (i) transactions involving the sale of inventory in the ordinary course of business; (ii) any sale, transfer, disposal, abandonment transfer or lease of assets in the ordinary course of business which are no longer not necessary or required in the conduct of such Loan Party’s or such Subsidiary’s businessbusiness and so long as such assets do not comprise more than 5% in any calendar year of the assets of the Borrower and its Subsidiaries taken as a whole; (iii) any sale, transfer or lease of assets by any Loan Party or wholly owned Subsidiary of such Loan Party to another Loan PartyParty (other than TWCC); (iv) transactions permitted pursuant to Section 8.2.6 [Liquidations, Mergers, etc.]; (v) any sale, transfer disposal, abandonment or lease of assets in the ordinary course of business which are replaced by substitute assets acquired or leased within the parameters of Section 8.2.17 8.2.16 [Capital Expenditures and Leases]; , provided such substitute assets are obtained within 180 days and are subject to the LendersBanks’ Prior Security Interest; or (v) any sale, transfer or lease of assets in connection with a Permitted Joint Venture to the extent permitted pursuant to Section 8.2.4 (vii), 8.2.4 (viii) and/or 8.2.8 [Affiliate Transactions] of this Agreement; (vi) participation by TWCC in the 8750 Parts Pool and Participation by the Borrower or any sale, transfer, disposal, abandonment or lease of assets, its Subsidiaries in any other than those specifically excepted pursuant to clauses (i) through (v) above, up to an amount of $500,000 per fiscal yearApproved Parts Pool Program; or (vii) any sale, transfer or lease of assets, other than those specifically excepted permitted pursuant to clauses (i) through (vi) above, which is approved by the Required Lenders so long as the after-tax proceeds (as reasonably estimated by the Borrowers) Banks if such assets are applied as not subject to a mandatory prepayment first priority Lien in favor of the Term Loans in accordance with the provisions of Section 5.7.1 [Sale of Assets] abovePurchasers.

Dispositions of Assets or Subsidiaries. Each of the Loan Parties 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 such Loan Party)Asset Disposition, except: (ia) transactions involving the sale of inventory in the ordinary course of business; (iib) any sale, transfer, disposal, abandonment transfer or lease of assets in the ordinary course of business which are no longer necessary or required in the conduct of such a Loan Party’s or such its Subsidiary’s business;; or (iiic) any sale, transfer or lease of assets by by: (i) any Loan Party or wholly owned Subsidiary of such Loan Party to another Loan Party; (ii) any Subsidiary of the Borrower that is not a Loan Party to another Subsidiary of the Borrower that is not a Loan Party; (iii) any Subsidiary of the Borrower that is not a Loan Party to the Borrower or another Loan Party of assets (including the Equity Interests in a Subsidiary) for consideration not in excess of the greater of (i) $25,000,000 (or the equivalent thereof) and (ii) 5% of Consolidated EBITDA in the aggregate in any fiscal year; provided that (x) no Potential Default or Event of Default has occurred and is continuing and (y) fair market value consideration is paid; and (iv) the Borrower or any sale, transfer disposal, abandonment or lease other Loan Party to any Subsidiary of the Borrower that is not a Loan Party of assets (including the Equity Interests in a Subsidiary) with a value not in excess of the ordinary course greater of business (i) $25,000,000 (or the equivalent thereof) and (ii) 5% of Consolidated EBITDA in any fiscal year, unless the consideration paid for such assets (which are replaced by substitute assets acquired consideration, if a Potential Default or leased within the parameters Event of Section 8.2.17 [Capital Expenditures Default has occurred and Leases]; provided such substitute assets are obtained within 180 days and are subject is continuing, shall be limited to the Lenders’ Prior Security Interest; orcash) is fair market value; (vd) any sale, transfer transaction permitted under Section 9.5(c); (e) any Loan Party or lease any Subsidiary thereof may dispose of assets in connection with a Permitted Joint Venture to the extent permitted pursuant to Section 8.2.4 (vii), 8.2.4 (viii) and/or 8.2.8 [Affiliate Transactions] of this AgreementAR Facility; (vif) dividends, distributions, and Restricted Payments permitted by Section 9.4 [Dividends and Related Distributions]; (g) investments, advances and loans permitted by Section 9.3 [Loans and Investments] and guaranties permitted by Section 9.1(h); (h) assignments, licenses and sublicenses of intellectual property in the ordinary course of business; and (i) any saleadditional sales, transfer, disposal, abandonment transfers or lease leases of assets, other than those specifically excepted pursuant to clauses the aggregate value of which for all such sales, transfers or leases during any fiscal year does not exceed the greater of (i) through $50,000,000 (vor the equivalent thereof) aboveand (ii) 10% of Consolidated EBITDA for such fiscal year (subject to the requirements for fair market cash consideration set forth in subsections (b)(iii) and (b)(iv) above if the sales, up transfers or leases are from (or to) non-Loan Parties to an amount (or from) Loan Parties, as applicable, and no Potential Default or Event of $500,000 per fiscal year; or (vii) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (vi) above, which Default has occurred and is approved by the Required Lenders so long as the after-tax proceeds (as reasonably estimated by the Borrowers) are applied as a mandatory prepayment of the Term Loans in accordance with the provisions of Section 5.7.1 [Sale of Assets] abovecontinuing).

Dispositions of Assets or Subsidiaries. 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), except: (i) transactions involving the sale of inventory in the ordinary course of business; (ii) any sale, transfer, disposal, abandonment transfer or lease of 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; (iii) any sale, transfer or lease of assets by any Loan Party or wholly owned Subsidiary of such Loan Party to another Loan Party; (iv) any sale, transfer disposal, abandonment or lease of assets in the ordinary course of business which are replaced by substitute assets acquired or leased within the parameters of Section 8.2.17 [Capital Expenditures and Leases]; provided such substitute assets are obtained within 180 days and are subject to the Lenders’ Prior Security Interest; orin transactions not prohibited by this Agreement; (v) any sale, transfer or lease disposition of assets with fair market values aggregating not more than $2,000,000 in connection with a Permitted Joint Venture to any fiscal year of the extent permitted pursuant to Section 8.2.4 (vii), 8.2.4 (viii) and/or 8.2.8 [Affiliate Transactions] of this AgreementBorrower; (vi) any sale, transfer, disposal, abandonment or lease of assets, other than those specifically excepted pursuant to clauses (i) through (v) above, up to an amount of $500,000 per fiscal year; or (vii) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (viv) above, which is approved by the Required Lenders Banks so long as the after-tax proceeds (as reasonably estimated by the BorrowersBorrower) are applied as a mandatory prepayment of the Term Loans in accordance with the provisions of Section 5.7.1 5.5.2 [Sale of Assets] above.

Dispositions of Assets or Subsidiaries. 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), except: (i) transactions involving the sale of inventory or intellectual property in the ordinary course of business; (ii) any sale, transfer, disposal, abandonment transfer or lease of assets in the ordinary course of business which are no longer necessary or required in the conduct of such Loan Party’s 's or such Subsidiary’s 's business; (iii) any sale, transfer or lease of assets by between the Company or any Subsidiary; provided that if the transferor of such property is a Domestic Loan Party or wholly owned Subsidiary and the transferee of such property is a Foreign Subsidiary, any such net disposition of assets shall not exceed an aggregate amount of ten percent (10%) of value of the domestic assets of the Domestic Loan Party Parties as set forth in the most recent financial statements of the Company delivered pursuant to another Section 8.3.1 [Quarterly Financial Statements] and Section 8.3.2 [Annual Financial Statements] in any fiscal year, notwithstanding the foregoing proviso, in connection with the Proposed Reorganization, Invacare International may transfer 100% of its equity interests in Invacare BV to LUX 1 in exchange for cash, income participating preferred equity certificates or non-voting common stock in LUX 1 (or any combination of the foregoing); provided, further, that after giving effect to any such transfer to a Foreign Subsidiary, the value of the domestic assets of the Domestic Loan PartyParties in the aggregate shall be no less than $250,000,000 and the value of the domestic assets other than inventory and receivables of the Domestic Loan Parties in the aggregate shall be no less than $40,000,000; (iv) any sale, transfer disposal, abandonment or lease of assets in the ordinary course of business which are replaced by substitute assets acquired or leased within the parameters of Section 8.2.17 8.2.14 [Capital Expenditures Expenditures] and LeasesSection 8.2.1 [Indebtedness]; provided such substitute assets are obtained within 180 days and are subject to the Lenders’ ' Prior Security Interest; or; (v) any sale, transfer or lease of assets Sale and Leaseback Transactions in connection with a Permitted Joint Venture an aggregate amount not to the extent permitted pursuant to Section 8.2.4 (vii), 8.2.4 (viii) and/or 8.2.8 [Affiliate Transactions] of this Agreementexceed $35,000,000; (vi) dispositions of equipment or real property to the extent that (a) such property is exchanged for credit against the purchase price of similar replacement property or (b) the proceeds of such disposition are reasonably promptly applied to the purchase price of such replacement property; provided that in the case of a disposition by a Domestic Loan Party or any saleForeign Loan Party, transferthe replacement property shall be owned by a Domestic Loan Party or such Foreign Loan Party, disposal, abandonment or lease as applicable; (vii) dispositions of Customer Leases in connection with Vendor Financings; (viii) any disposition of assets, other than those specifically excepted pursuant to clauses (i) through (vvii) above, up to an amount of $500,000 per fiscal year; or (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 Lenders so long as the after-after tax proceeds (as reasonably estimated by the BorrowersCompany) are applied as a mandatory prepayment of the Term Loans in accordance with the provisions of Section 5.7.1 [Sale of Assets] above, in an aggregate amount not to exceed ten percent (10%) of Consolidated Total Assets in any fiscal year; (ix) dispositions constituting conversion of cash equivalents into other cash equivalents; (x) dispositions constituting casualty events; (xi) grants of Permitted Liens; and (xii) waivers of contract rights in the ordinary course of business.

Dispositions of Assets or Subsidiaries. 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 assetsassets (including, in each case, by way of an LLC Division), 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 such Loan Party), except: (i) transactions involving the sale of inventory in the ordinary course of business; (ii) any sale, transfer, disposal, abandonment transfer or lease of 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 Loan Party or wholly owned Subsidiary of such that is not a Loan Party to another Subsidiary that is not a Loan Party; (iv) any sale, transfer disposal, abandonment or lease of assets in the ordinary course of business which are replaced constituting an Investment permitted by substitute assets acquired or leased within the parameters of Section 8.2.17 8.2.4 [Capital Expenditures and LeasesInvestments]; provided such substitute assets are obtained within 180 days and are subject to the Lenders’ Prior Security Interest; or; (v) any sale, transfer or lease of assets by any Loan Party (other than the Borrower), or any Subsidiary of such Loan Party, to another Loan Party, and in connection with the event that any Subsidiary that is a Permitted Joint Venture to the extent permitted Foreign Direct Subsidiary is transferred by any Loan Party pursuant to Section 8.2.4 (vii)a corporate restructuring and as a result of restructuring such transferred Subsidiary ceases to be a Foreign Direct Subsidiary, 8.2.4 (viii) and/or 8.2.8 [Affiliate Transactions] 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 transferee Subsidiary, if such transferee Subsidiary is a Foreign Direct Subsidiary, to pledge 65% of its equity interest in such transferee Foreign Direct Subsidiary as required by this Agreement; (vi) any the sale, transferlease or transfer of other property or assets not to exceed the greater of (x) $100,000,000 and (y) 6.5% of Consolidated Total Assets (calculated at the time of such sale or other disposition after giving pro forma effect to such sale or disposition) during the term of this Agreement; provided that (1) at least 75% of the consideration received therefor by the Loan Parties or any such Subsidiary shall be in the form of cash or Permitted Investments; provided that cash and Permitted Investments shall be deemed to include any Designated Non-Cash Consideration having a fair market value at the time received that, disposalwhen taken together with all other Designated Non-Cash Consideration previously received and then outstanding, abandonment does not exceed the greater of (x) $35,000,000 and (y) two percent (2.0%) of Consolidated Total Assets (calculated at the time of receipt of such Designated Non-Cash Consideration and determined after giving effect to the applicable asset sale), (2) no Event of Default or lease of assets, other than those specifically excepted pursuant to clauses Potential Default shall exist or shall result therefrom and (i3) through (v) above, up to an amount of $500,000 per fiscal yearany such disposition shall be for fair market value; orand (vii) any sale, the sale or transfer or lease of assets, other than those specifically excepted Securitization Related Property by the Borrower and its Subsidiaries pursuant to clauses (i) through (vi) aboveany Permitted Securitization Transaction; provided that, which notwithstanding the foregoing, any Subsidiary that is approved by the Required Lenders so long as the after-tax proceeds (as reasonably estimated by the Borrowers) are applied as a mandatory prepayment of the Term Loans in accordance dormant entity with the provisions of Section 5.7.1 [Sale of Assets] aboveno material assets or commercial or business operations, may be dissolved or liquidated or may wind up its affairs without restriction.

Dispositions of Assets or Subsidiaries. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, sell, sell and lease back, 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), except: (i) transactions involving the sale of inventory in the ordinary course of business; (ii) any sale, transfer, disposal, abandonment transfer or lease of assets in the ordinary course of business which are is not material in relation to such Loan Party’s or such Subsidiary’s assets, and no longer necessary or required in the conduct of such Loan Party’s or such Subsidiary’s business; (iii) any sale, transfer or lease of assets by any Loan Party or wholly owned Subsidiary of such Loan Party to another Loan Party; (iv) any sale, transfer disposal, abandonment or lease of assets in the ordinary course of business which are is replaced by substitute assets acquired or leased within the parameters of Section 8.2.17 [Capital Expenditures and Leases]; leased, provided such substitute assets are obtained within 180 days and assets, to the extent replacing Collateral, are subject to the LendersBanks’ Prior Security Interest; or; (v) any sale, transfer or lease of assets in connection with a Permitted Joint Venture properties which (a) have become obsolete or (b) have no material net value (after giving effect to the extent permitted pursuant to Section 8.2.4 (vii), 8.2.4 (viiicost of maintaining such properties) and/or 8.2.8 [Affiliate Transactions] and have no use in the business of this Agreement;the Loan Parties; and (vi) any sale, transfer, disposal, abandonment or lease of assets, other than those specifically excepted pursuant to clauses (i) through (v) above, up to an amount of $500,000 per fiscal year; or (vii) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (viv) above, which is approved by provided that the Required Lenders so long as the after-tax proceeds (as reasonably estimated by the Borrowers) are applied as a mandatory prepayment aggregate value of the Term Loans assets subject to all such sales under this Section 7.2.7(vi) does not exceed $25,000,000 in accordance with the provisions of Section 5.7.1 [Sale of Assets] aboveaggregate.

Dispositions of Assets or Subsidiaries. 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), except: (i) transactions involving the sale of inventory in the ordinary course of business; (ii) any sale, transfer, disposal, abandonment transfer or lease of assets in the ordinary course of business which are obsolete or no longer necessary or required in the conduct of such Loan Party’s 's or such Subsidiary’s 's business; (iii) any sale, transfer or lease of assets by any Loan Party or wholly owned Subsidiary of such a Loan Party to another Loan Party; (iv) any sale, transfer disposalor lease of assets by any Loan Party (other than the Borrower) to any other Loan Party; (v) any sale, abandonment transfer or lease of assets constituting an Investment permitted under Section 8.2.4(v); (vi) any sale, transfer or lease of assets in the ordinary course of business which are replaced by substitute assets acquired or leased within the parameters ordinary course of Section 8.2.17 [Capital Expenditures and Leases]; provided such substitute assets are obtained within 180 days and are subject to the Lenders’ Prior Security Interest; or (v) any sale, transfer or lease of assets in connection with a Permitted Joint Venture to the extent permitted pursuant to Section 8.2.4 (vii), 8.2.4 (viii) and/or 8.2.8 [Affiliate Transactions] of this Agreementbusiness; (vi) any sale, transfer, disposal, abandonment or lease of assets, other than those specifically excepted pursuant to clauses (i) through (v) above, up to an amount of $500,000 per fiscal year; or (vii) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (vi) 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 Loan Parties and their Subsidiaries shall not exceed in any fiscal year 25% or the Consolidated Net Worth of the Loan Parties and their Subsidiaries; (viii) any sale, transfer or lease of any Investment set forth on Schedule 8.2.4; or (ix) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (viii) above, which is approved by the Required Lenders so long as the after-tax proceeds (as reasonably estimated by the Borrowers) are applied as a mandatory prepayment of the Term Loans in accordance with the provisions of Section 5.7.1 [Sale of Assets] aboveBanks.

Dispositions of Assets or Subsidiaries. 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), except: (i) transactions involving the sale of inventory or intellectual property in the ordinary course of business; (ii) any sale, transfer, disposal, abandonment transfer or lease of 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; (iii) any sale, transfer or lease of assets by between the Company or any Subsidiary, provided that if the transferor of such property is a Domestic Loan Party or wholly owned Subsidiary and the transferee of such property is a Foreign Subsidiary, any such net disposition of assets shall not exceed an aggregate amount of ten percent (10%) of value of the domestic assets of the Domestic Loan Party Parties as set forth in the most recent financial statements of the Company delivered pursuant to another Section 8.3.1 [Quarterly Financial Statements] and Section 8.3.2 [Annual Financial Statements] in any fiscal year; provided, further, that after giving effect to any such transfer to a Foreign Subsidiary, the value of the domestic assets of the Domestic Loan Party;Parties in the aggregate shall be no less than $250,000,000 and the value of the domestic assets other than inventory and receivables of the Domestic Loan Parties in the aggregate shall be no less than $40,000,000. (iv) any sale, transfer disposal, abandonment or lease of assets in the ordinary course of business which are replaced by substitute assets acquired or leased within the parameters of Section 8.2.17 8.2.14 [Capital Expenditures Expenditures] and LeasesSection 8.2.1 [Indebtedness]; provided such substitute assets are obtained within 180 days and are subject to the Lenders’ Prior Security Interest; or; (v) any sale, transfer or lease of assets Sale and Leaseback Transactions in connection with a Permitted Joint Venture an aggregate amount not to the extent permitted pursuant to Section 8.2.4 (vii), 8.2.4 (viii) and/or 8.2.8 [Affiliate Transactions] of this Agreementexceed $35,000,000; (vi) dispositions of equipment or real property to the extent that (a) such property is exchanged for credit against the purchase price of similar replacement property or (b) the proceeds of such disposition are reasonably promptly applied to the purchase price of such replacement property; provided that in the case of a disposition by a Domestic Loan Party or any saleForeign Loan Party, transferthe replacement property shall be owned by a Domestic Loan Party or such Foreign Loan Party, disposal, abandonment or lease as applicable; (vii) dispositions of Customer Leases in connection with Vendor Financings; (viii) any disposition of assets, other than those specifically excepted pursuant to clauses (i) through (vvii) above, up to an amount of $500,000 per fiscal year; or (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 Lenders so long as the after-tax proceeds (as reasonably estimated by the BorrowersCompany) are applied as a mandatory prepayment of the Term Loans in accordance with the provisions of Section 5.7.1 [Sale of Assets] above., in an aggregate amount not to exceed ten percent (10%) of Consolidated Total Assets in any fiscal year; (ix) dispositions constituting conversion of cash equivalents into other cash equivalents; (x) dispositions constituting casualty events; (xi) grants of Permitted Liens;

Dispositions of Assets or Subsidiaries. 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), except: (i) transactions involving the sale of inventory in the ordinary course of business; (ii) any sale, transfer, disposal, abandonment transfer or lease of assets in the ordinary course of business which are no longer not necessary or required in the conduct of such Loan Party’s 's or such Subsidiary’s business's business and so long as such assets do not comprise more than 5% in any calendar year of the assets of the Borrower and its Subsidiaries taken as a whole; (iii) any sale, transfer or lease of assets by any Loan Party or wholly owned Subsidiary of such Loan Party to another Loan PartyParty (other than TWCC); (iv) transactions permitted pursuant to Section 8.2.6 [Liquidations, Mergers, etc.]; (v) any sale, transfer disposal, abandonment or lease of assets in the ordinary course of business which are replaced by substitute assets acquired or leased within the parameters of Section 8.2.17 8.2.16 [Capital Expenditures and Leases]; , provided such substitute assets are obtained within 180 days and are subject to the Lenders’ Banks' Prior Security Interest; or (v) any sale, transfer or lease of assets in connection with a Permitted Joint Venture to the extent permitted pursuant to Section 8.2.4 (vii), 8.2.4 (viii) and/or 8.2.8 [Affiliate Transactions] of this Agreement; (vi) participation by TWCC in the 8750 Parts Pool and Participation by the Borrower or any sale, transfer, disposal, abandonment or lease of assets, its Subsidiaries in any other than those specifically excepted pursuant to clauses (i) through (v) above, up to an amount of $500,000 per fiscal yearApproved Parts Pool Program; or (vii) any sale, transfer or lease of assets, other than those specifically excepted permitted pursuant to clauses (i) through (vi) above, which is approved by the Required Lenders so long as the after-tax proceeds (as reasonably estimated by the Borrowers) Banks if such assets are applied as not subject to a mandatory prepayment first priority Lien in favor of the Term Loans in accordance with the provisions of Section 5.7.1 [Sale of Assets] abovePurchasers.

Dispositions of Assets or Subsidiaries. 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), exceptexcept for the following: (i) transactions involving the sale of inventory in the ordinary course of business; (ii) any sale, transfer, disposal, abandonment transfer or lease of assets in the ordinary course of business which are obsolete, worn out or no longer necessary or required in the conduct of such Loan Party’s 's or such Subsidiary’s 's business; (iii) any sale, transfer or lease of assets by any (a) one Loan Party or wholly owned a Non-Loan Party Subsidiary, to a Loan Party, (b) a Non-Loan Party Subsidiary of such to another Non-Loan Party Subsidiary, or (c) a Loan Party to another a Non-Loan PartyParty Subsidiary, so long as the aggregate market value of such sales, transfers or leases of assets by Loan Parties to Non-Loan Party Subsidiaries does not exceed 5% of Consolidated Total Assets at any time, subject in each case to compliance with Sections 7.2.4, 7.2.5, 7.2.8 and 7.2.18; (iv) any sale, transfer disposal, abandonment sales or lease other transfers of assets accounts receivables and related rights of the Company and its Subsidiaries pursuant to or in the ordinary course of business which are replaced by substitute assets acquired or leased within the parameters of Section 8.2.17 [Capital Expenditures and Leases]; provided such substitute assets are obtained within 180 days and are subject to the Lenders’ Prior Security Interest; orconnection with a Permitted Accounts Receivable Program; (v) any sale, transfer or lease of assets not listed in connection with a Permitted Joint Venture to the extent permitted pursuant to Section 8.2.4 (vii), 8.2.4 (viii) and/or 8.2.8 [Affiliate Transactions] of this Agreement; (vi) any sale, transfer, disposal, abandonment or lease of assets, other than those specifically excepted pursuant to clauses (i) through (iv) above provided that (A) no Event of Default shall exist or shall result from such disposition, (B) the aggregate net book value of all assets so sold by the Loan Parties and their Subsidiaries pursuant to this clause (v) shall not exceed in any fiscal year 10% of the Consolidated Total Assets measured as of the end of the previous fiscal year (such 10% figure shall be referred to as "Availability"), provided that to the extent that such value of assets sold, transferred or leased is less than Availability in such fiscal year (the difference being, the "Unused Portion"), such Unused Portion may be carried over to the next fiscal year (but not to subsequent fiscal years) and increase Availability in such next fiscal year by such amount, provided further that the aggregate net book value of all assets sold, transferred or leased in any two consecutive fiscal years may not exceed 20% of Consolidated Total Assets measured at the beginning of such two-consecutive fiscal year period, and (C) the net cash proceeds (as reasonably estimated by the Company) are applied as a mandatory prepayment of the Loans to the extent required in accordance with the provisions of Section 4.5.2 above, up to an amount of $500,000 per fiscal year; or; (viivi) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (viv) above, which is approved by the Required Lenders so long as the after-tax net cash proceeds (as reasonably estimated by the BorrowersCompany) are applied as a mandatory prepayment of the Term Loans to the extent required in accordance with the provisions of Section 5.7.1 [Sale 4.5.2 above; (vii) any sale of Assets] abovetimberland properties; (viii) any sale, conveyance, assignment, transfer, lease or disposition of assets among the Company and its Subsidiaries to the extent permitted under Section 7.2.1, 7.2.2, 7.2.4, 7.2.5 or 7.2.6; (ix) the Project Spartan Disposition in accordance with the terms of the Project Spartan Purchase Agreement so long as the net cash proceeds of such disposition are applied to repay the then outstanding Revolving Credit Loans on or before the date that is thirty (30) Business Days following the date of the consummation of the Project Spartan Disposition (and with it being understood and agreed that any of such net cash proceeds in excess of the amount required to repay in full the outstanding Revolving Credit Loans may be retained by the Company); and (x) sales or other transfers of accounts receivables and related rights of the Company and its Subsidiaries pursuant to or in connection with a Permitted Supply Chain Finance Program.

Dispositions of Assets or Subsidiaries. Each of the Loan Parties The Borrower shall not, and shall not permit any of its Subsidiaries the other Loan Parties 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 but not limited to 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 such Loan Partythe Borrower), except: (i) transactions involving the sale of inventory in the ordinary course of business; (ii) any sale, transfer, disposal, abandonment transfer or lease of assets in the ordinary course of business which are no longer necessary or required in in, or which are not material to, the conduct of such Loan Party’s the Borrower's or such Subsidiary’s 's business; (iiiii) any sale, transfer or lease of assets by any Loan Party or wholly wholly-owned Subsidiary of such Loan Party to another the Borrower or any other wholly owned Loan Party (or by the Borrower to a wholly owned Loan Party); (iviii) any sale, transfer disposal, abandonment or lease of assets in the ordinary course of business which are replaced by substitute assets acquired or leased within the parameters of Section 8.2.17 [Capital Expenditures and Leases]; 8.02(p) provided such substitute assets are obtained within 180 days and are subject to the Lenders’ Banks' Prior Security Interest; (iv) any sale or transfer of assets which are obsolete or no longer used or useful in the business of the Borrower or its Subsidiaries; orprovided that such sales, transfers or dispositions shall not exceed, in any fiscal year, $1 million in the aggregate for the Borrower and its Subsidiaries; (v) any sale, transfer or lease of assets in connection with a Permitted Joint Venture to the extent permitted pursuant to Section 8.2.4 (vii), 8.2.4 (viii) and/or 8.2.8 [Affiliate Transactions] of this Agreement; (vi) any sale, transfer, disposal, abandonment or lease of assets, other than those specifically excepted pursuant to clauses (i) through (v) above, up to an amount of $500,000 per fiscal year; or (vii) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (viiv) above, which is approved by the Required Lenders Banks so long as (x) the after-tax proceeds (as reasonably estimated by the Borrowers) of such sale, transfer or lease are applied as a mandatory prepayment of the Term Loans in accordance with to the extent required by the provisions of Section 5.7.1 [Sale 5.05 of Assets] abovethis Agreement, (y) after giving effect to such proposed disposition, no Event of Default shall have occurred and be continuing, and (z) after giving effect to such proposed disposition (and without limiting the generality of the foregoing clause (y)), the Borrower is in compliance (and, with respect to sales, transfers or leases of assets of Subsidiaries which are not Material Subsidiaries, which sales, transfers or leases individually or in the aggregate exceed $35 million for the period from October 1, 1997 through and including the Expiration Date, the Borrower demonstrates such compliance to the Agent in detail reasonably satisfactory to the Agent) with (i) Indebtedness of the Borrower and its Subsidiaries shall be determined as of the date of the proposed disposition, after giving effect thereto, and (ii) Consolidated Cash Flow from Operations shall be calculated for the twelve-month period ending on the last day of the fiscal quarter of the Borrower which precedes such date of disposition but shall exclude therefrom all amounts attributable to the assets which are sold, transferred or leased; or (vi) any Special Distribution permitted under Section 8.02(e) hereof or any other dividend or distribution permitted under Section 8.02 (e)(v) hereof.

Dispositions of Assets or Subsidiaries. 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), exceptexcept for the following: (i) transactions involving the sale of inventory in the ordinary course of business; (ii) any sale, transfer, disposal, abandonment transfer or lease of assets in the ordinary course of business which are obsolete, surplus, worn out or no longer necessary used or required useful in the conduct of such Loan Party’s or such Subsidiary’s business; (iii) any sale, transfer or lease of assets by any (a) one Loan Party or wholly owned a Non-Loan Party Subsidiary, to a Loan Party, (b) a Non-Loan Party Subsidiary of such to another Non-Loan Party Subsidiary, or (c) a Loan Party to another a Non-Loan PartyParty Subsidiary, so long as the aggregate market value of such sales, transfers or leases of assets by Loan Parties to Non-Loan Party Subsidiaries does not exceed 5% of Consolidated Total Assets at any time, subject in each case to compliance with Sections 7.2.4, 7.2.5, 7.2.8 and 7.2.18; (iv) any sale, transfer disposal, abandonment sales or lease other transfers of assets accounts receivables and related rights of the Company and its Subsidiaries pursuant to or in the ordinary course of business which are replaced by substitute assets acquired or leased within the parameters of Section 8.2.17 [Capital Expenditures and Leases]; provided such substitute assets are obtained within 180 days and are subject to the Lenders’ Prior Security Interest; orconnection with a Permitted Accounts Receivable Program; (v) any sale, transfer or lease of assets not listed in connection with a Permitted Joint Venture to the extent permitted pursuant to Section 8.2.4 (vii), 8.2.4 (viii) and/or 8.2.8 [Affiliate Transactions] of this Agreement; (vi) any sale, transfer, disposal, abandonment or lease of assets, other than those specifically excepted pursuant to clauses (i) through (iv) above provided that (A) no Event of Default shall exist or shall result from such disposition, (B) the aggregate net book value of all assets so sold by the Loan Parties and their Subsidiaries pursuant to this clause (v) aboveshall not exceed in any fiscal year 10% of the Consolidated Total Assets measured as of the end of the previous fiscal year (such 10% figure shall be referred to as “Availability”), up provided that to an amount the extent that such value of $500,000 per assets sold, transferred or leased is less than Availability in such fiscal year; or year (viithe difference being, the “Unused Portion”), such Unused Portion may be carried over to the next fiscal year (but not to subsequent fiscal years) and increase Availability in such next fiscal year by such amount, provided further that the aggregate net book value of all assets sold, transferred or leased in any saletwo consecutive fiscal years may not exceed 20% of Consolidated Total Assets measured at the beginning of such two-consecutive fiscal year period, transfer or lease of assets, other than those specifically excepted pursuant to clauses and (iC) through (vi) above, which is approved by the Required Lenders so long as the after-tax net cash proceeds (as reasonably estimated by the BorrowersCompany) are applied as a mandatory prepayment of the Term Loans to the extent required in accordance with the provisions of Section 5.7.1 [Sale 4.5.2 above; (vi) (a) licensing or sublicensing of Assets] aboveany intellectual property rights in the ordinary course of business and (b) leases, subleases, licenses or sublicenses of property in the ordinary course of business and which do not materially interfere with the business of the Company and its Subsidiaries; (vii) any sale of timberland properties; (viii) any sale, conveyance, assignment, transfer, lease or disposition of assets among the Company and its Subsidiaries to the extent permitted under Section 7.2.1, 7.2.2, 7.2.4, 7.2.5 or 7.2.6; and (ix) sales or other transfers of accounts receivables and related rights of the Company and its Subsidiaries pursuant to or in connection with a Permitted Supply Chain Finance Program.

Dispositions of Assets or Subsidiaries. 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 assetsassets (including, in each case, by way of an LLC Division), 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 such Loan Party), except: (i) transactions involving the sale of inventory in the ordinary course of business; (ii) any sale, transfer, disposal, abandonment transfer or lease of 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 Loan Party or wholly owned Subsidiary of such that is not a Loan Party to another Subsidiary that is not a Loan Party; (iv) any sale, transfer disposal, abandonment or lease of assets in the ordinary course of business which are replaced constituting an Investment permitted by substitute assets acquired or leased within the parameters of Section 8.2.17 8.2.4 [Capital Expenditures and LeasesInvestments]; provided such substitute assets are obtained within 180 days and are subject to the Lenders’ Prior Security Interest; or; (v) any sale, transfer or lease of assets by any Loan Party (other than the Borrower), or any Subsidiary of such Loan Party, to another Loan Party, and in connection with the event that any Subsidiary that is a Permitted Joint Venture to the extent permitted Foreign Direct Subsidiary is transferred by any Loan Party pursuant to Section 8.2.4 (vii)a corporate restructuring and as a result of restructuring such transferred Subsidiary ceases to be a Foreign Direct Subsidiary, 8.2.4 (viii) and/or 8.2.8 [Affiliate Transactions] 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 transferee Subsidiary, if such transferee Subsidiary is a Foreign Direct Subsidiary, to pledge 65% of its equity interest in such transferee Foreign Direct Subsidiary as required by this Agreement;; and (vi) any the sale, transferlease or transfer of other property or assets not to exceed (A) $7,000,000 in any fiscal year and (B) $35,000,000 in the aggregate over the term of this Agreement; provided that (1) at least 75% of the consideration received therefor by the Loan Parties or any such Subsidiary shall be in the form of cash or Permitted Investments, disposal, abandonment (2) no Event of Default or lease of assets, other than those specifically excepted pursuant to clauses Potential Default shall exist or shall result therefrom and (i) through (v) above, up to an amount of $500,000 per fiscal year; or (vii3) any salesuch disposition shall be for fair market value; provided that, transfer notwithstanding the foregoing, any Subsidiary that is a dormant entity with no material assets or lease of assetscommercial or business operations, other than those specifically excepted pursuant to clauses (i) through (vi) above, which is approved by the Required Lenders so long as the after-tax proceeds (as reasonably estimated by the Borrowers) are applied as a mandatory prepayment of the Term Loans in accordance with the provisions of Section 5.7.1 [Sale of Assets] abovemay be dissolved or liquidated or may wind up its affairs without restriction.

Dispositions of Assets or Subsidiaries. Each None of the Loan Parties and no other Subsidiary of a Loan Party shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, abandon abandon, or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assetsassets (in excess of $1,000,000 in aggregate book value in any twelve consecutive month period commencing with the date hereof), tangible or intangible (including sale, assignment, discount discount, or other disposition of accounts, contract rights, chattel paper, equipment equipment, or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests interests, or limited liability company interests of a Subsidiary of such Loan Party), except: (i) transactions involving the sale or lease of inventory in the ordinary course of business; (ii) any sale, transfer, disposal, abandonment or lease of assets in the ordinary course of business which are no longer necessary or required in the conduct of such Loan Party’s 's or such Subsidiary’s 's business; (iii) any sale, transfer transfer, or lease of assets by any Loan Party Xpedite Company to any other Xpedite Company and any sale, transfer, or wholly owned Subsidiary lease of such Loan Party assets by any PTEK Company to another Loan Partyany other PTEK Company; (iv) any sale, transfer disposaltransfer, abandonment or lease of assets in the ordinary course of business which are replaced by comparable substitute assets acquired or leased within one (1) year before or after the parameters date of Section 8.2.17 [Capital Expenditures and Leases]; dispossession, provided such substitute assets are obtained within 180 days and are subject to the Lenders’ Banks' Prior Security -------- Interest; or; (v) any sale, sale or transfer or lease by any PTEK Company of assets its ownership interests in connection with a those Permitted Joint Venture to the extent permitted pursuant to Section 8.2.4 Investments described at Clause (vii), 8.2.4 (viii) and/or 8.2.8 [Affiliate Transactions] of this Agreementthe definition of such term; (vi) any sale, transfer, disposal, abandonment or lease of assets, the assets of any Loan Party made in connection with a sale/leaseback or other than those specifically excepted pursuant to clauses (i) through (v) above, up to an amount lease financing of $500,000 per fiscal yearequipment; or (vii) any sale, transfer or lease of assetssubject to Section 7.2.24, other sales of assets of PTEK Companies, including shares of capital stock of PTEK Companies (other than those specifically excepted pursuant PTEK), in an amount not to clauses (i) through (vi) above, which is approved by exceed $5,000,000 in the Required Lenders so long aggregate in any twelve consecutive month period commencing as the after-tax proceeds (as reasonably estimated by the Borrowers) are applied as a mandatory prepayment of the Term Loans in accordance with the provisions of Section 5.7.1 [Sale of Assets] abovedate hereof.

Dispositions of Assets or Subsidiaries. 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), except: (i) transactions involving the sale of inventory in the ordinary course of business; (ii) any sale, transfer, disposal, abandonment transfer or lease of fixed assets in the ordinary course of business which are no longer necessary or required in the conduct of such Loan Party’s 's or such Subsidiary’s business's business PROVIDED such sales, transfers or leases of assets do not exceed $500,000 in the aggregate during the term of this Agreement; (iii) any sale, transfer or lease of assets by any Loan Party or wholly owned Subsidiary of such Loan Party to another Loan PartyParty (other than Corrtherm, Inc.) or by a Foreign Subsidiary to another Foreign Subsidiary; (iv) any sale, transfer disposal, abandonment or lease of assets in the ordinary course of business which are replaced by substitute assets acquired or leased within the parameters not in violation of Section 8.2.17 [Capital Expenditures and Leases]; provided this Agreement, PROVIDED such substitute assets are obtained within 180 days and are subject to the Lenders’ Banks' Prior Security Interest; (v) the sale of the stock or the assets of Corrtherm, Inc.; or (v) any sale, transfer or lease of assets in connection with a Permitted Joint Venture to the extent permitted pursuant to Section 8.2.4 (vii), 8.2.4 (viii) and/or 8.2.8 [Affiliate Transactions] of this Agreement; (vi) any sale, transfer, disposal, abandonment or lease of assets, other than those specifically excepted pursuant to clauses (i) through (v) above, up to an amount of $500,000 per fiscal year; or (vii) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (viv) above, which is approved by the Required Lenders Banks so long as the after-tax proceeds (as reasonably estimated by the BorrowersBorrower) are applied as a mandatory prepayment of the Term Loans in accordance with the provisions of Section 5.7.1 5.5.1 [Sale of Assets] above.. -67- 76

Dispositions of Assets or Subsidiaries. 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), except: (i) transactions involving any sale, transfers or dispositions of any asset with a net book value as of the sale date of inventory disposition of less than $100,000 by the Loan Parties and their Subsidiaries, PROVIDED that (A) the aggregate net book value as of the date of disposition of assets sold, transferred or disposed of by the Loan Parties and their Subsidiaries pursuant to this Section 8.2.7(i) does not exceed $1,000,000 in any fiscal year, and (B) the ordinary course Net Cash Proceeds of businessall such sales, transfers and dispositions pursuant to this Section 8.2.7 (i) are applied as a mandatory prepayment of the Term Loans in accordance with the provisions of Section 5.5.2 (a) [Sale of Assets]; (ii) any sale, transfer, disposal, abandonment transfer or lease disposition of assets which are obsolete or no longer required or necessary in the ordinary course of business of the Loan Parties and their Subsidiaries PROVIDED that (A) the aggregate net book value as of the date of disposition of assets sold, transferred or disposed of by the Loan Parties and their Subsidiaries pursuant to this Section 8.2.7(ii) does not exceed $250,000 in any fiscal year, or (B) the assets sold, transferred or disposed of pursuant to this Section 8.2.7(ii) are replaced within ninety (90) days following the date of sale, transfer or disposition by substitute assets which are no longer necessary or required in subject to the conduct of such Loan Party’s or such Subsidiary’s businessBanks' Prior Security Interest; (iii) any sale, transfer or lease of assets by any Loan Party or wholly owned Subsidiary of such Loan Party to another Loan Party; (iv) any sale, transfer disposal, abandonment or lease of assets in the ordinary course of business which are replaced by substitute assets acquired or leased within the parameters of Section 8.2.17 [Capital Expenditures and Leases]; provided such substitute assets are obtained within 180 days and are subject to the Lenders’ Prior Security Interest; or (v) any sale, transfer or lease of assets in connection with a Permitted Joint Venture to the extent permitted pursuant to Section 8.2.4 (vii), 8.2.4 (viii) and/or 8.2.8 [Affiliate Transactions] of this Agreement; (vi) any sale, transfer, disposal, abandonment or lease of assets, other than those specifically excepted pursuant to clauses (i) through (v) above, up to an amount of $500,000 per fiscal year; or (vii) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through ), (ii), (iv), (v), (vi) above(vii) and (viii) of this Section 8.2.7, which is approved by all of the Required Lenders Banks so long as the after-tax proceeds (as reasonably estimated by the Borrowers) Net Cash Proceeds are applied as a mandatory prepayment of the Term Loans in accordance with the provisions of Section 5.7.1 5.5.2 (a) [Sale of Assets] above]; (iv) each Sale-Leaseback Transaction provided that the following conditions are satisfied : (A) prior to consummating the first Sale-Leaseback Transaction occurring after the Closing Date, the Borrowers and their Subsidiaries shall have delivered to the -71- 80 Agent and the Banks the list of Sale-Leaseback Transactions setting forth the information required for such list in the definition of Sale-Leaseback Transaction, and such list shall be satisfactory, in form and substance, to the Required Banks; (B) the Borrowers and their Subsidiaries shall promptly, prior to the consummation of any Sale-Leaseback Transaction, disclose to the Agent the terms and conditions of the proposed sale and shall deliver to the Agent the proposed sale agreement, including any amendments or modifications to the proposed sale agreement or any material waivers thereunder (which shall all be in form and substance reasonably satisfactory to the Agent), and the Borrowers and their Subsidiaries shall deliver to the Agent a copy of such executed sale agreement, deeds, opinions of counsel and other material documents related thereto, together with related appraisal(s) on each such property; (C) the Borrowers and their Subsidiaries shall immediately prior to the consummation of any Sale-Leaseback Transaction deliver to the Agent a certified copy of the closing statement and a calculation of the Net Cash Proceeds to be received by such Borrower or Subsidiary of a Borrower in connection with such Sale-Leaseback Transaction, which Net Cash Proceeds shall not be less than the amount specified for such Sale-Leaseback Transaction on the schedule, previously delivered to the Agent and the Banks and approved by the Required Banks, that is referenced in clause (iv)(A) of this Section above and in the definition of Sale-Leaseback Transaction ; and (D) such Borrower or Subsidiary of a Borrower shall pay the required Net Cash Proceeds of such Sale-Leaseback Transaction to the Agent for the benefit of the Banks in accordance with Section 5.5.2(b); (v) the sales of real estate and related assets described in Schedule 8.2.7, provided that the Borrowers immediately upon consummation of each such sale transaction shall pay to the Agent in accordance with Section 5.5.2 (a) the Net Cash Proceeds thereof and provided further that in the case of the Bowling Green, Kentucky property set forth on Schedule 8.2.7: (x) no purchase of such property shall occur until a Borrower or a Subsidiary thereof has received a written commitment (subject only to such conditions as are reasonable and customary for a transaction of this nature and which conditions Borrowers reasonably believe shall be met) from a buyer to purchase the same, and (y) that the actual sale and purchase prices for such property are substantially the same as those set forth in SCHEDULE 8.2.7; (vi) any sale, transfer or disposition of assets by a Loan Party to another Loan Party, subject to the continuing Prior Security Interest for the benefit of the Agent and the Banks; (vii) any renewal, extension or modification of the lease with respect to any Facility constituting leased Property of any Loan Party or Subsidiary thereof, in the ordinary course of its business consistent with past practice (viii) any lease of real property with respect to a Facility which is entered into in the ordinary course of business of the Loan Parties so long as after giving effect thereto the Loan Parties are in pro-forma compliance with the financial covenants set forth in Sections 8.2.15, 8.2.16 and 8.2.17 and no Event of Default exists; and (ix) any license or sublicense of intellectual property in the ordinary course of business.

Dispositions of Assets or Subsidiaries. Each of the Loan Parties (other than the Parent) 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), except: (i) transactions involving the sale of inventory in the ordinary course of business; (ii) any sale, transfer, disposal, abandonment transfer or lease of 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; (iii) any sale, transfer or lease of assets by any Loan Party or wholly owned Subsidiary of such Loan Party to another Loan Party; (iv) any sale, transfer disposal, abandonment or lease of assets in the ordinary course of business which are replaced by substitute assets acquired or leased within the parameters of Section 8.2.17 [Capital Expenditures and Leases]; provided such substitute assets are obtained within 180 days and are subject to the Lenders’ Prior Security Interest; or (v) any sale, transfer or lease of assets in connection with a Permitted Joint Venture to the extent permitted pursuant to Section 8.2.4 (vii), 8.2.4 (viii) and/or 8.2.8 [Affiliate Transactions] of this Agreement; (vi) any sale, transfer, disposal, abandonment or lease of assets, other than those specifically excepted pursuant to clauses (i) through (v) above, up to an amount of $500,000 per fiscal year; or (vii) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (viiii) above, which is approved by involving up to two and one half percent (2.5%) of the Required Lenders so long as Consolidated Assets in the aggregate in any fiscal year; (v) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (iii) above, involving more than two and one half percent (2.5%) but less than ten percent (10%) of the Consolidated Assets in the aggregate in any fiscal year, provided that, to the extent that the after-tax proceeds (as reasonably estimated by the BorrowersBorrower) fail to be reinvested in replacement or substitute assets within one hundred eighty (180) days, such after-tax proceeds are applied as a mandatory prepayment of the Term Loans in accordance with the provisions of Section 5.7.1 5.5.1 [Sale of Assets] above; (vi) any transaction consummated in accordance with the Peabody Reserve Substitution Agreement; or (vii) any transfer or conveyance of the equity interests of Cantera Gas Company to the Seller pursuant to the terms and conditions of the Cantera Acquisition Documents and, in connection with the foregoing transfer or conveyance, notwithstanding anything to the contrary contained in this Agreement, the Agent is authorized to release Cantera Gas Company from its Guaranty.

Dispositions of Assets or Subsidiaries. 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 assetsassets (including, in each case, by way of an LLC Division), 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 such Loan Party), except: (i) transactions involving the sale of inventory in the ordinary course of business; (ii) any sale, transfer, disposal, abandonment transfer or lease of 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 Loan Party or wholly owned Subsidiary of such that is not a Loan Party to another Subsidiary that is not a Loan Party; (iv) any sale, transfer disposal, abandonment or lease of assets in the ordinary course of business which are replaced constituting an Investment permitted by substitute assets acquired or leased within the parameters of Section 8.2.17 8.2.4 [Capital Expenditures and LeasesInvestments]; provided such substitute assets are obtained within 180 days and are subject to the Lenders’ Prior Security Interest; or; (v) any sale, transfer or lease of assets by any Loan Party (other than the Borrower), or any Subsidiary of such Loan Party, to another Loan Party, and in connection with the event that any Subsidiary that is a Permitted Joint Venture to the extent permitted Foreign Direct Subsidiary is transferred by any Loan Party pursuant to Section 8.2.4 (vii)a corporate restructuring and as a result of restructuring such transferred Subsidiary ceases to be a Foreign Direct Subsidiary, 8.2.4 (viii) and/or 8.2.8 [Affiliate Transactions] 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 transferee Subsidiary, if such transferee Subsidiary is a Foreign Direct Subsidiary, to pledge 65% of its equity interest in such transferee Foreign Direct Subsidiary as required by this Agreement;; and (vi) any the sale, transfer, disposal, abandonment lease or lease transfer of assets, other than those specifically excepted pursuant property or assets not to clauses (i) through (v) above, up to an amount of exceed $500,000 per 15,000,000 in any fiscal year; or provided that (vii1) at least 75% of the consideration received therefor by the Loan Parties or any such Subsidiary shall be in the form of cash or Permitted Investments, (2) no Event of Default or Potential Default shall exist or shall result therefrom and (3) any salesuch disposition shall be for fair market value; provided that, transfer notwithstanding the foregoing, any Subsidiary that is a dormant entity with no material assets or lease of assetscommercial or business operations, other than those specifically excepted pursuant to clauses (i) through (vi) above, which is approved by the Required Lenders so long as the after-tax proceeds (as reasonably estimated by the Borrowers) are applied as a mandatory prepayment of the Term Loans in accordance with the provisions of Section 5.7.1 [Sale of Assets] abovemay be dissolved or liquidated or may wind up its affairs without restriction.

Dispositions of Assets or Subsidiaries. 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), except: (i) transactions involving the sale of inventory in the ordinary course of business; (ii) any sale, transfer, disposal, abandonment rental or lease of assets in the ordinary course of business which are no longer necessary or required in the conduct of such Loan Party’s 's or such Subsidiary’s 's business; (iii) any sale, transfer or lease of assets by any Loan Party or wholly owned Subsidiary of such Loan Party to another Loan Party; (iv) any sale, transfer disposal, abandonment or lease of assets in the ordinary course of business which does not cause the aggregate market value or the aggregate book value of all such sales, transfers and leases in any fiscal year to exceed $2,500,000 and which are replaced by substitute assets acquired or leased within the parameters of Section 8.2.17 [Capital Expenditures and Leases]; 8.2.15, provided such substitute assets are obtained within 180 days and are subject to the Lenders’ Banks' Prior Security Interest; or (v) any sale, transfer or lease of assets in connection with a Permitted Joint Venture to the extent permitted pursuant to Section 8.2.4 (vii), 8.2.4 (viii) and/or 8.2.8 [Affiliate Transactions] of this Agreement; (vi) any sale, transfer, disposal, abandonment or lease of assets, other than those specifically excepted pursuant to clauses (i) through (v) above, up to an amount of $500,000 per fiscal year; or (vii) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (viiv) above, which is approved by the Required Lenders Banks so long as the after-tax proceeds (as reasonably estimated by the BorrowersBorrower) are applied as a mandatory prepayment of the Term Loans in accordance with the provisions of Section 5.7.1 [Sale of Assets] 5.5.1 above.

Dispositions of Assets or Subsidiaries. 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 intangible, (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles 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 such Loan Party), except: (i) transactions involving the sale of inventory in the ordinary course of business; (ii) any sale, transfer, disposal, abandonment transfer or lease of properties or 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; (iii) any sale, transfer or lease of properties or assets by any Loan Party or wholly owned Subsidiary of such Loan Party to another Loan Party; (iv) any sale, transfer disposal, abandonment or lease of properties or assets in the ordinary course of business which are replaced by substitute properties or assets acquired or leased within the parameters terms of Section 8.2.17 [Capital Expenditures and Leases]; provided such substitute assets are obtained within 180 days and are subject to the Lenders’ Prior Security Interest; orthis Agreement; (v) any sale, transfer or lease of assets in connection with a Permitted Joint Venture to the extent permitted pursuant to Section 8.2.4 (vii), 8.2.4 (viii) and/or 8.2.8 [Affiliate Transactions] of this Agreement; (vi) any sale, transfer, disposal, abandonment properties or lease of assets, other than those specifically excepted pursuant to clauses (i) through (viv) above, up to an amount of $500,000 per fiscal year; orprovided that: (viia) there shall not exist any Event of Default or Potential Default immediately prior to and after giving effect to such sale; and (b) the aggregate value of such assets sold, transfer transferred or lease of assets, other than those specifically excepted pursuant to clauses (i) through (vi) above, which is approved leased by the Required Lenders so long as Loan Parties and their Subsidiaries during the after-tax proceeds term of this Agreement shall not exceed the following amount with respect to the following time period: (as reasonably estimated 1) Sixty Five Million and 00/100 Dollars ($65,000,000.00) for the period from the Closing Date through the day immediately preceding the first anniversary of the Closing Date; and (2) the difference between (y) Sixty Five Million and 00/100 Dollars ($65,000,000.00) and (z) the greater of (I) Fifteen Million and 00/100 Dollars ($15,000,000.00) and (II) the aggregate value of the assets sold, transferred or leased by the BorrowersLoan Parties and their Subsidiaries during the period described in item (b)(1) are applied as a mandatory prepayment above for the period from the first anniversary of the Term Loans in accordance with Closing Date through the provisions of Section 5.7.1 [Sale of Assets] aboveExpiration Date.

Dispositions of Assets or Subsidiaries. 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), exceptexcept pursuant to: (i) transactions involving the sale of inventory in the ordinary course of business; (ii) any sale, transfer, disposal, abandonment transfer or lease of assets in the ordinary course of business which are no longer necessary or required in the conduct of such Loan Party’s 's or such Subsidiary’s 's business; (iii) any sale, transfer or lease of assets by any Subsidiary to another Loan Party or wholly owned Subsidiary of such Loan Party to another Loan Partya Restricted Subsidiary; (iv) any sale, transfer disposal, abandonment or lease of assets in the ordinary course of business which are replaced by substitute assets acquired or leased within the parameters of Section 8.2.17 7.2.12 [Capital Expenditures and LeasesExpenditures]; provided such substitute assets are obtained within 180 days and are subject to the Lenders’ Prior Security Interest; or; (v) any sale, transfer or lease of assets in connection with a Permitted Joint Venture to the extent permitted pursuant to Section 8.2.4 (vii), 8.2.4 (viii) and/or 8.2.8 [Affiliate Transactions] of this Agreement; (vi) any sale, transfer, disposal, abandonment or lease of assets, other than those specifically excepted pursuant to clauses (i) through (v) above, up to an amount of $500,000 per fiscal year; or (vii) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (viiv) above, which is approved by the Required Lenders Banks; or (vi) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (v) 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 value of all assets so long as the after-tax proceeds (as reasonably estimated sold by the Borrowers) are applied as a mandatory prepayment Loan Parties and their Subsidiaries shall not exceed in any fiscal year 5% of the Term Loans in accordance with consolidated assets of the provisions of Section 5.7.1 [Sale of Assets] aboveLoan Parties and their Subsidiaries.