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 Unregulated 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 without limitation any 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) (collectively, any such transaction, a “Disposition”), except: (i) Dispositions involving the sale of inventory or investments in the ordinary course of business or the lease or license of goods or intellectual property in the ordinary course of business; (ii) any Disposition of assets (including without limitation intellectual property) in the ordinary course of business which are no longer necessary or required in the conduct of such Loan Party’s or such Unregulated Subsidiary’s business; (iii) Dispositions (a) by a Subsidiary that is not a Loan Party to a Loan Party, (b) among Loan Parties, or (c) among Subsidiaries that are not Loan Parties; (iv) any Disposition of assets in the ordinary course of business which are replaced by substitute assets acquired or leased; (v) the issuance of shares of capital stock of the Borrower, and the issuance of shares of capital stock of (a) a Subsidiary that is not a Loan Party to a Loan Party, (b) among Loan Parties, or (c) among Subsidiaries that are not Loan Parties; (vi) any Disposition of assets or capital stock of any Inactive Subsidiary of the Borrower; (vii) Dispositions also constituting (a) Investments permitted under Section 8.2.4 [Loans or Investments], (b) Restricted Payments permitted under Section 8.2.13 [Restricted Payments], or (c) transactions permitted under clauses (i) or (ii) of Section 8.2.5 [Liquidations, Mergers, Consolidations, Acquisitions]; (viii) any Disposition of assets or capital stock of any Project Subsidiary, provided that (a) the Loan Parties are simultaneously released from any recourse Indebtedness related to such Project Subsidiary, and (b) the Borrower is in compliance with Section 8.2.16 [Maximum Leverage Ratio] both before and after such Disposition; (ix) any Permitted Wind/Solar Transaction, so long as the Borrower is in compliance with Section 8.2.16 [Maximum Leverage Ratio] both before and after such transaction, or any other Off-Balance Sheet Financing permitted by Section 8.

Dispositions of Assets or Subsidiaries. Each of the No Loan Parties Party shall, nor shall not, and shall not any Loan Party permit any of its Unregulated Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose ofof (including pursuant to any sale and leaseback transaction), voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including without limitation any 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) (collectively, any interests or other equity interests of a Subsidiary of such transaction, a “Disposition”Loan Party), except: (ia) Dispositions transactions involving the sale of inventory or investments in the ordinary course of business or the lease or license sublease of goods or intellectual real property in the ordinary course of business; (iib) any Disposition of obsolete or worn-out assets (including without limitation intellectual property) in the ordinary course of business which that are no longer necessary or required in the conduct of such Loan Party’s or such Unregulated Subsidiary’s business; (iii) Dispositions (a) by a Subsidiary that is not a Loan Party to a Loan Party, (b) among Loan Parties, or (c) among Subsidiaries that are not Loan Parties; (iv) any Disposition of assets by any Loan Party or any Subsidiary of any Loan Party to any Loan Party, so long as such sold or transferred assets are subject to the Administrative Agent’s Prior Security Interest therein or, if any such asset is expressly excluded from the Collateral pursuant to Section 2.3 of the Security Agreement or otherwise, such asset is sold or transferred to a Loan Party all of whose Equity Interest is subject to the Administrative Agent’s Prior Security Interest; (d) any Disposition of assets among non-Loan Party Subsidiaries to the extent permitted under Section 7.7; (e) any Disposition permitted under Section 7.6; (f) any Disposition of Cash Equivalents; (g) sales, transfers or other dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business which are replaced by substitute assets acquired or leasedconsistent with past practices; (vh) the issuance termination of shares of capital stock of the Borrower, and the issuance of shares of capital stock of (a) a Subsidiary that is not a Loan Party to a Loan Party, (b) among Loan Parties, or (c) among Subsidiaries that are not Loan Partiesany Hedge Agreement; (vii) any sales, transfers, leases or other Disposition of assets or capital stock telecommunications transmission capacity in the ordinary course of any Inactive Subsidiary business that do not involve the transfer of ownership of the Borrowerunderlying means of transmission and tower rights in the ordinary course of business; (viij) licenses of intellectual property rights in the ordinary course of business and substantially consistent with past practice so long as such licenses is no longer necessary in the conduct of any Loan Party’s business; and (k) Dispositions also constituting (a) Investments by the Borrower and its Subsidiaries not otherwise permitted under this Section 8.2.4 [Loans or Investments], (b) Restricted Payments permitted under Section 8.2.13 [Restricted Payments], or (c) transactions permitted under clauses 7.8; provided that (i) at the time of such Disposition, no Default or Event of Default shall exist or would result from such Disposition and (ii) the aggregate book value of Section 8.2.5 [Liquidationsall property Disposed of in reliance on this clause (k) in any fiscal year shall not exceed $5,000,000; provided, Mergershowever, Consolidations, Acquisitions]; (viii) that any Disposition of assets or capital stock of any Project Subsidiary, provided that (a) the Loan Parties are simultaneously released from any recourse Indebtedness related to such Project Subsidiary, and (b) the Borrower is in compliance with Section 8.2.16 [Maximum Leverage Ratio] both before and after such Disposition; (ix) any Permitted Wind/Solar Transaction, so long as the Borrower is in compliance with Section 8.2.16 [Maximum Leverage Ratio] both before and after such transaction, or any other Off-Balance Sheet Financing permitted by Section 8Dispositions shall be for fair market value.

Dispositions of Assets or Subsidiaries. Each of the Loan Parties shall not, and shall not permit any of its Unregulated 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 without limitation any 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) (collectively, any such transaction, a “Disposition”), except: (i) Dispositions involving the sale of inventory or investments in the ordinary course of business or the lease or license of goods or intellectual property in the ordinary course of business; (ii) any Disposition Dispositions of assets (including without limitation intellectual property) in the ordinary course of business which are no longer necessary or required in the conduct of such Loan Partythe Borrower’s or such Unregulated Subsidiary’s business; (iii) Dispositions (a) by a Subsidiary that is not a Loan Party to a Loan Party, (b) among Loan Parties, or (c) among Subsidiaries that are not the Loan Parties; (iv) any Disposition Dispositions of assets in the ordinary course of business which are replaced by substitute assets acquired or leased; (v) the any issuance of shares of the capital stock of the Borrower, and Borrower to the issuance of shares of capital stock of (a) a Subsidiary that is not a Loan Party to a Loan Party, (b) among Loan Parties, or (c) among Subsidiaries that are not Loan PartiesParent; (vi) any Disposition of assets or of capital stock of any Inactive Subsidiary of the Borrower; (vii) Dispositions also constituting (a) Investments permitted under Section 8.2.4 [Loans or Investments], (b) Restricted Payments permitted under Section 8.2.13 8.2.15 [Restricted Payments], or (c) transactions permitted under clauses (i) or (ii) of Section 8.2.5 [Liquidations, Mergers, Consolidations, Acquisitions]; (viii) any Disposition of assets or capital stock of any Project Subsidiary, provided that (a) the Loan Parties are simultaneously released from any recourse Indebtedness related to such Project Subsidiary, Permitted Sale and (b) the Borrower is in compliance with Section 8.2.16 [Maximum Leverage Ratio] both before and after such Disposition; (ix) any Permitted Wind/Solar Leaseback Transaction, so long as the Borrower is in compliance with Section 8.2.16 8.2.12 [Maximum Leverage Ratio] both before and after such transaction, or any other Off-Balance Sheet Financing permitted by Section 8.

Dispositions of Assets or Subsidiaries. Each of the Loan Parties shall not, and shall not permit any of its Unregulated 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 without limitation any 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) (collectively, any such transaction, a “Disposition”), except: (i) Dispositions involving the sale of inventory or investments in the ordinary course of business or the lease or license of goods or intellectual property in the ordinary course of business; (ii) any Disposition of assets (including without limitation intellectual property) in the ordinary course of business which are no longer necessary or required in the conduct of such Loan Party’s 's or such Unregulated Subsidiary’s 's business; (iii) Dispositions (a) by a Subsidiary that is not a Loan Party to a Loan Party, (b) among Loan Parties, or (c) among Subsidiaries that are not Loan Parties; (iv) any Disposition of assets in the ordinary course of business which are replaced by substitute assets acquired or leased; (v) the issuance of shares of capital stock of the Borrower, and the issuance of shares of capital stock of (a) a Subsidiary that is not a Loan Party to a Loan Party, (b) among Loan Parties, or (c) among Subsidiaries that are not Loan Parties; (vi) any Disposition of assets or capital stock of any Inactive Subsidiary of the Borrower; (vii) Dispositions also constituting (a) Investments permitted under Section 8.2.4 [Loans or Investments], (b) Restricted Payments permitted under Section 8.2.13 [Restricted Payments], or (c) transactions permitted under clauses (i) or (ii) of Section 8.2.5 [Liquidations, Mergers, Consolidations, Acquisitions]; (viii) any Disposition of assets or capital stock of any Project Subsidiary, provided that (a) the Loan Parties are simultaneously released from any recourse Indebtedness related to such Project Subsidiary, and (b) the Borrower is in compliance with Section 8.2.16 [Maximum Leverage Ratio] both before and after such Disposition; (ix) any Permitted Wind/Solar Transaction, so long as the Borrower is in compliance with Section 8.2.16 [Maximum Leverage Ratio] both before and after such transaction, or any other Off-Balance Sheet Financing permitted by Section 88.2.14 [Off-Balance Sheet Financing]; and (x) any other Disposition of assets by any Loan Party or any Unregulated Subsidiary of a Loan Party, provided that (a) at the time of any disposition, 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 Unregulated Subsidiaries shall not exceed in any twelve (12) consecutive month period ten percent (10%) of the consolidated tangible assets of the Borrower and its Subsidiaries as determined on a consolidated basis in accordance with GAAP.

Dispositions of Assets or Subsidiaries. Each of the Loan Parties shall not, and shall not permit any of its Unregulated 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 without limitation any 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) (collectively, any such transaction, a “Disposition”), except: (i) Dispositions involving the sale of inventory or investments in the ordinary course of business or the lease or license of goods or intellectual property in the ordinary course of business; (ii) any Disposition of assets (including without limitation intellectual property) in the ordinary course of business which are no longer necessary or required in the conduct of such Loan Party’s or such Unregulated Subsidiary’s business; (iii) Dispositions (a) by a Subsidiary that is not a Loan Party to a Loan Party, (b) among Loan Parties, or (c) among Subsidiaries that are not Loan Parties; (iv) any Disposition of assets in the ordinary course of business which are replaced by substitute assets acquired or leased; (v) the issuance of shares of capital stock of the Borrower, and the issuance of shares of capital stock of (a) a Subsidiary that is not a Loan Party to a Loan Party, (b) among Loan Parties, or (c) among Subsidiaries that are not Loan Parties; (vi) any Disposition of assets or capital stock of any Inactive Subsidiary of the Borrower; (vii) Dispositions also constituting (a) Investments permitted under Section 8.2.4 [Loans or Investments], (b) Restricted Payments permitted under Section 8.2.13 [Restricted Payments], or (c) transactions permitted under clauses (i) or (ii) of Section 8.2.5 [Liquidations, Mergers, Consolidations, Acquisitions]; (viii) any Disposition of assets or capital stock of any Project Subsidiary, provided that (a) the Loan Parties are simultaneously released from any recourse Indebtedness related to such Project Subsidiary, and (b) the Borrower is in compliance with Section 8.2.16 [Maximum Leverage Ratio] both before and after such Disposition; (ix) any Permitted Wind/Solar Transaction, so long as the Borrower is in compliance with Section 8.2.16 [Maximum Leverage Ratio] both before and after such transaction, or any other Offoff-Balance Sheet Financing balance sheet financing permitted by Section 8.

Dispositions of Assets or Subsidiaries. Each of the Loan Parties shall not, and shall not permit any of its Unregulated 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 without limitation any 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 interestsinterests of a Subsidiary of such Loan Party) (collectivelywhich are, or would become, Collateral under any such transaction, a “Disposition”)of the Loan Documents, except: (i) Dispositions transactions involving the sale of inventory or investments in the ordinary course of business or the lease or license of goods or intellectual property in the ordinary course of business; (ii) any Disposition sale, transfer or lease of assets (including without limitation intellectual property) 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 Unregulated Subsidiary’s 's business; (iii) Dispositions (a) any sale, transfer or lease of assets by a any wholly owned Subsidiary that is not a of such Loan Party to a another Loan Party, (b) among Loan Parties, or (c) among Subsidiaries that are not Loan Parties; (iv) any Disposition sale, transfer or lease of assets in the ordinary course of business which are replaced by substitute assets acquired or leased;leased within the parameters of Section 8.2.14 [Capital Expenditures and Leases]; provided such substitute assets are subject to the Lenders' Prior Security Interest (subject to Permitted Liens); or (v) the issuance any sale, transfer or lease of shares of capital stock of assets (other than Hallador's member or equity interest in the Borrower), and the issuance aggregate principal amount of shares of capital stock of (a) a Subsidiary that is which does not a Loan Party exceed $5,000,000, other than those specifically excepted pursuant to a Loan Party, (b) among Loan Parties, or (c) among Subsidiaries that are not Loan Parties; (vi) any Disposition of assets or capital stock of any Inactive Subsidiary of the Borrower; (vii) Dispositions also constituting (a) Investments permitted under Section 8.2.4 [Loans or Investments], (b) Restricted Payments permitted under Section 8.2.13 [Restricted Payments], or (c) transactions permitted under clauses (i) or through (iiiv) of Section 8.2.5 [Liquidations, Mergers, Consolidations, Acquisitions]; (viii) any Disposition of assets or capital stock of any Project Subsidiary, provided that (a) the Loan Parties are simultaneously released from any recourse Indebtedness related to such Project Subsidiary, and (b) the Borrower is in compliance with Section 8.2.16 [Maximum Leverage Ratio] both before and after such Disposition; (ix) any Permitted Wind/Solar Transactionabove, so long as the Borrower is after-tax net proceeds (as reasonably estimated by the Borrower) are applied as a mandatory prepayment of the Term Loans in compliance accordance with the provisions of Section 8.2.16 5.7.1 [Maximum Leverage RatioSale of Assets] both before and after such transaction, or any other Off-Balance Sheet Financing permitted by Section 8above.

Dispositions of Assets or Subsidiaries. Each of the Loan Parties Borrowers shall not, and shall not permit any of its Unregulated Subsidiaries Restricted Subsidiary 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 without limitation any 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) (collectively, any such transaction, interests of a “Disposition”Restricted Subsidiary), except: (i) Dispositions transactions involving the sale of inventory or investments in the ordinary course of business or the lease or license of goods or intellectual property in the ordinary course of business; (ii) any Disposition sale, transfer or lease of assets (including without limitation intellectual property) in the ordinary course of business which are no longer necessary or required in the conduct of such Loan Party’s Borrower's or such Unregulated Restricted Subsidiary’s 's business; (iii) Dispositions (a) any sale, transfer or lease of assets by a any Restricted Subsidiary that is not a Loan Party to a Loan Party, (b) among Loan Parties, Borrower or (c) among Subsidiaries that are not Loan Partiesany other Restricted Subsidiary; (iv) any Disposition sale, transfer or lease of assets in the ordinary course of business which are replaced by substitute assets acquired or leasedleased within the parameters of Section 7.2.1(iii); (v) any other sale, transfer or lease of assets not otherwise permitted pursuant to clauses (i) through (iv) above, in an amount not to exceed 10% in the issuance of shares of capital stock aggregate of the Borrower, total assets of PDI and the issuance Restricted Subsidiaries (determined on a consolidated basis (as to PDI and the Restricted Subsidiaries only) based on the most recent audited financial statement delivered to the Banks pursuant to Section7.3.3) in any fiscal period of shares of capital stock of twelve (a12) a Subsidiary that is not a Loan Party to a Loan Party, (b) among Loan Parties, or (c) among Subsidiaries that are not Loan Parties;consecutive months; or (vi) any Disposition sales or transfers of assets or capital stock of any Inactive Subsidiary of receivables in connection with a Receivables Securitization on terms and conditions reasonably acceptable to the Borrower; (vii) Dispositions also constituting (a) Investments permitted under Section 8.2.4 [Loans or Investments], (b) Restricted Payments permitted under Section 8.2.13 [Restricted Payments], or (c) transactions permitted under clauses (i) or (ii) of Section 8.2.5 [Liquidations, Mergers, Consolidations, Acquisitions]; (viii) any Disposition of assets or capital stock of any Project Subsidiary, provided that (a) the Loan Parties are simultaneously released from any recourse Indebtedness related to such Project Subsidiary, and (b) the Borrower is in compliance with Section 8.2.16 [Maximum Leverage Ratio] both before and after such Disposition; (ix) any Permitted Wind/Solar TransactionAgent, so long as the Borrower is in compliance with Net Cash Proceeds are applied to the mandatory prepayment required pursuant to Section 8.2.16 [Maximum Leverage Ratio] both before and after such transaction, or any other Off-Balance Sheet Financing permitted by Section 84.5.2.

Dispositions of Assets or Subsidiaries. Each of the Loan Parties shall not, and shall not permit any of its Unregulated Subsidiaries to, directly or indirectly, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including without limitation any 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) (collectively, any interests of a Subsidiary of such transaction, a “Disposition”Loan Party), except: (i) Dispositions transactions involving the sale of inventory or investments in the ordinary course of business or the lease or license of goods or intellectual property in the ordinary course of business; (ii) any Disposition sale, transfer or lease of assets (including without limitation intellectual property) in the ordinary course of business which are no longer necessary or required in the conduct of such Loan Party’s 's or such Unregulated Subsidiary’s 's business; (iii) Dispositions (a) any sale, transfer or lease of assets by a any wholly owned Subsidiary that is not a of such Loan Party to a another Loan Party, (b) among Loan Parties, or (c) among Subsidiaries that are not Loan Parties; (iv) any Disposition sale, transfer or lease of assets in the ordinary course of business which are replaced by substitute assets acquired or leased;leased within the parameters of Section 0 [Capital Expenditures and Leases], PROVIDED such substitute assets are subject to the Banks' Prior Security Interest; or (v) the issuance any sale, transfer or lease of shares of capital stock of the Borrowerassets, and the issuance of shares of capital stock of (a) a Subsidiary that is not a Loan Party other than those specifically excepted pursuant to a Loan Party, (b) among Loan Parties, or (c) among Subsidiaries that are not Loan Parties; (vi) any Disposition of assets or capital stock of any Inactive Subsidiary of the Borrower; (vii) Dispositions also constituting (a) Investments permitted under Section 8.2.4 [Loans or Investments], (b) Restricted Payments permitted under Section 8.2.13 [Restricted Payments], or (c) transactions permitted under clauses (i) or through (iiiv) of Section 8.2.5 [Liquidationsabove, Mergers, Consolidations, Acquisitions]; (viii) any Disposition of assets or capital stock of any Project Subsidiary, provided that (a) which is approved by the Loan Parties are simultaneously released from any recourse Indebtedness related to such Project Subsidiary, and (b) the Borrower is in compliance with Section 8.2.16 [Maximum Leverage Ratio] both before and after such Disposition; (ix) any Permitted Wind/Solar Transaction, Required Banks so long as the Borrower is after-tax proceeds (as estimated in compliance good faith by the Borrower) are applied as a mandatory prepayment of the Loans in accordance with the provisions of Section 8.2.16 0 [Maximum Leverage RatioSale of Assets] both before and after such transaction, or any other Off-Balance Sheet Financing permitted by Section 8above.

Dispositions of Assets or Subsidiaries. Each of the Loan Parties shall not, and shall not permit any of its Unregulated 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 without limitation any 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) (collectively, any interests of a Subsidiary of such transaction, a “Disposition”Loan Party), except: (i) Dispositions transactions involving the sale of inventory or investments in the ordinary course of business or the lease or license of goods or intellectual property in the ordinary course of business; (ii) any Disposition sale, transfer or lease of assets (including without limitation intellectual property) in the ordinary course of business which are obsolete or no longer necessary or required in the conduct of such Loan Party’s or such Unregulated Subsidiary’s business; (iii) Dispositions (a) any sale, transfer or lease of assets by a any wholly owned Subsidiary that is not of a Loan Party to a another Loan Party, (b) among Loan Parties, or (c) among Subsidiaries that are not Loan Parties; (iv) any Disposition sale, transfer or lease of assets by any Loan Party (other than the Borrower) to any other Loan Party; (v) any sale, 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; (v) leased within the issuance ordinary course of shares of capital stock of the Borrower, and the issuance of shares of capital stock of (a) a Subsidiary that is not a Loan Party to a Loan Party, (b) among Loan Parties, or (c) among Subsidiaries that are not Loan Parties; (vi) any Disposition of assets or capital stock of any Inactive Subsidiary of the Borrowerbusiness; (vii) Dispositions also constituting (a) Investments permitted under Section 8.2.4 [Loans any sale, transfer or Investments]lease of assets, (b) Restricted Payments permitted under Section 8.2.13 [Restricted Payments], or (c) transactions permitted under other than those specifically excepted pursuant to clauses (i) through (vi) above, provided that (a) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, and (iib) the aggregate net book value of Section 8.2.5 [Liquidations, Mergers, Consolidations, Acquisitions]all assets so sold by the Loan Parties and their Subsidiaries shall not exceed in any fiscal year 25% of the Consolidated Net Worth of the Loan Parties and their Subsidiaries; (viii) any Disposition of assets sale, transfer or capital stock lease of any Project Subsidiary, provided that (a) the Loan Parties are simultaneously released from any recourse Indebtedness related to such Project Subsidiary, and (b) the Borrower is in compliance with Section 8.2.16 [Maximum Leverage Ratio] both before and after such Disposition;Investment set forth on Schedule 8.2.4; or (ix) any Permitted Wind/Solar Transactionsale, so long as transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (viii) above, which is approved by the Borrower is in compliance with Section 8.2.16 [Maximum Leverage Ratio] both before and after such transaction, or any other Off-Balance Sheet Financing permitted by Section 8Required Lenders.

Dispositions of Assets or Subsidiaries. Each of the Loan Parties shall not, and shall not permit any of its Unregulated Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, make any of its properties or assets, tangible or intangible (including without limitation any 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) (collectively, any such transaction, a “Disposition”), except: (i) Dispositions transactions involving the sale Disposition of inventory or investments in the ordinary course of business or the lease or license of goods or intellectual property in the ordinary course of business; (ii) any Disposition of assets (including without limitation intellectual property) in the ordinary course of business of assets which are no longer necessary or required in the conduct of such Loan Party’s or such Unregulated Subsidiary’s business; (iii) Dispositions (a) any Disposition by a any Subsidiary that is not to a Loan Party to a Loan Party, or (b) any Disposition between or among Loan Parties, or (c) among Subsidiaries that are not the Domestic Loan Parties; (iv) any Disposition of assets in the ordinary course of business which are replaced by substitute assets acquired or leased; provided such substitute assets are subject to the Collateral Agent’s Prior Security Interest; (v) the issuance of shares of capital stock of the Borrower, and the issuance of shares of capital stock of (a) a any Disposition by any Foreign Subsidiary to another Subsidiary; provided that if such recipient Subsidiary is not a Loan Party to a Loan Party, (b) among Loan Parties, or (c) among Subsidiaries such assets are subject to the Collateral Agent’s Prior Security Interest and provided further that are the Foreign Borrower may not Loan PartiesDispose of the Equity Interests in Exploit BV to another Subsidiary unless such Equity Interests remain subject to the Collateral Agent’s Prior Security Interest; (vi) any Disposition of assets or capital stock of any Inactive Subsidiary of the Borrower; (vii) Dispositions also constituting (a) Investments in connection with a transaction permitted under by Section 8.2.4 [Loans or Investments], (b) Restricted Payments permitted under Section 8.2.13 [Restricted Payments], or (c) transactions permitted under clauses (i) or (ii) of Section 8.2.5 8.2.6 [Liquidations, Mergers, Consolidations, Acquisitions] (vii) any Disposition that is made by a Subsidiary in connection with a Permitted Transaction; (viii) any a contribution, conveyance or other Disposition of Receivables and related assets or capital stock of any Project Subsidiary, provided that (athe type specified in the definition of “Qualified Receivables Transaction” in a Qualified Receivables Transaction permitted by Section 8.2.1(xii) the Loan Parties are simultaneously released from any recourse Indebtedness related to such Project Subsidiary, and (b) the Borrower is in compliance with Section 8.2.16 [Maximum Leverage Ratio] both before and after such DispositionIndebtedness]; (ix) any Permitted Wind/Solar Transaction, Disposition so long as (a) the Borrower Net Cash Proceeds are applied in accordance with the provisions of Section 5.7.1 [Sale of Assets] above, (b) such Disposition is made for Fair Market Value and (c) at least 75% of the consideration therefor is in compliance the form of cash and Cash Equivalents; provided that each of the following items will be deemed to be cash for purposes of this Section 8.2.7(ix) [Dispositions of Assets or Subsidiaries]: (A) any liabilities of the Parent or its Subsidiaries (as shown on the financial statements or in the notes thereto of the Parent most recently furnished to the Administrative Agent and the Lenders pursuant to Section 8.3.1 [Quarterly Financial Statements] or Section 8.3.2 [Annual Financial Statements]), other than liabilities that are by their terms subordinated in right of payment to the Obligations, that are assumed by the transferee with Section 8.2.16 [Maximum Leverage Ratio] both before respect to the applicable Disposition and after such transaction, for which Parent and its Subsidiaries have been validly released by all applicable creditors in writing; (B) any securities received by Parent or any Subsidiary from such transferee that are converted by Parent or such Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable disposition; and (C) any Designated Non-Cash Consideration received in respect of such disposition; provided that the aggregate Fair Market Value of all such Designated Non-Cash Consideration, as determined by an Authorized Officer of Parent in good faith, taken together with all other OffDesignated Non-Balance Sheet Financing Cash Consideration received pursuant to this clause (C) that is then outstanding, does not exceed the greater of (A) $15,000,000 and (B) 3% of Consolidated Total Assets as of the date any such Designated Non-Cash Consideration is received, with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value; (x) any Disposition that constitutes a Restricted Payment permitted by Section 88.2.5 [Restricted Payments] or an Investment permitted by Section 8.2.4 [Loans and Investments]; (xi) an issuance or sale of Equity Interests by a Subsidiary to the Parent or to a Subsidiary; (xii) licenses and sublicenses by any Loan Party or any Subsidiary of software or intellectual property in the ordinary course of business; (xiii) any surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract, tort or other claims in the ordinary course of business (xiv) the granting of Permitted Liens and Dispositions in connection with Permitted Liens; (xv) the sale or other disposition of cash or Cash Equivalents or other financial instruments; (xvi) the early termination or unwinding of any Swap; and (xvii) the Disposition of Qualified Receivables Assets in a Permitted Factoring Arrangement.

Dispositions of Assets or Subsidiaries. Each of the Loan Parties shall not, and shall not permit any of its Unregulated 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 without limitation any 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) (collectively, any such transaction, a “Disposition”), except: (i) Dispositions involving the sale of inventory or investments in the ordinary course of business or the lease or license of goods or intellectual property in the ordinary course of business; (ii) any Disposition of assets (including without limitation intellectual property) in the ordinary course of business which are no longer necessary or required in the conduct of such Loan Party’s or such Unregulated Subsidiary’s business; (iii) Dispositions (a) by a Subsidiary that is not a Loan Party to a Loan Party, (b) among Loan Parties, or (c) among Subsidiaries that are not Loan Parties; (iv) any Disposition of assets in the ordinary course of business which are replaced by substitute assets acquired or leased; (v) the issuance of shares of capital stock of the Borrower, and the issuance of shares of capital stock of (a) a Subsidiary that is not a Loan Party to a Loan Party, (b) among Loan Parties, or (c) among Subsidiaries that are not Loan Parties; (vi) any Disposition of assets or capital stock of any Inactive Subsidiary of the Borrower; (vii) Dispositions also constituting (a) Investments permitted under Section 8.2.4 [Loans or Investments], (b) Restricted Payments permitted under Section 8.2.13 [Restricted Payments], or (c) transactions permitted under clauses (i) or (ii) of Section 8.2.5 [Liquidations, Mergers, Consolidations, Acquisitions]; (viii) any Disposition of assets or capital stock of any Project Subsidiary, provided that (a) the Loan Parties are simultaneously released from any recourse Indebtedness related to such Project Subsidiary, and (b) the Borrower is in compliance with Section 8.2.16 [Maximum Leverage Ratio] both before and after such Disposition; (ix) any Permitted Wind/Solar Transaction, so long as the Borrower is in compliance with Section 8.2.16 [Maximum Leverage Ratio] both before and after such transaction, or any other Off-Balance Sheet Financing permitted by Section 88.2.14 [Off-Balance Sheet Financing]; and (x) any other Disposition of assets by any Loan Party or any Unregulated Subsidiary of a Loan Party, provided that (a) at the time of any disposition, 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 Unregulated Subsidiaries shall not exceed in any twelve (12) consecutive month period ten percent (10%) of the consolidated tangible assets of the Borrower and its Subsidiaries as determined on a consolidated basis in accordance with GAAP.

Dispositions of Assets or Subsidiaries. Each of the Loan Parties shall not, and shall not permit any of its Unregulated 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 without limitation any 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) (collectively, any interests of a Subsidiary of such transaction, a “Disposition”Loan Party), except: (i) Dispositions transactions involving the sale of inventory or investments in the ordinary course of business or the lease or license of goods or intellectual property in the ordinary course of business; (ii) any Disposition sale, transfer or lease of assets (including without limitation intellectual property) in the ordinary course of business which are obsolete or no longer necessary or required in the conduct of such Loan Party’s or such Unregulated Subsidiary’s business; (iii) Dispositions (a) any sale, transfer or lease of assets by a any wholly owned Subsidiary that is not of a Loan Party to a another Loan Party, (b) among Loan Parties, or (c) among Subsidiaries that are not Loan Parties; (iv) any Disposition sale, transfer or lease of assets by any Loan Party (other than the Borrower) to any other Loan Party; (v) any sale, transfer or lease of assets constituting an Investment permitted under Section 7.2.4(v); (vi) any sale, transfer or lease of assets in the ordinary course of business which are replaced by substitute assets acquired or leased; (v) leased within the issuance ordinary course of shares of capital stock of the Borrower, and the issuance of shares of capital stock of (a) a Subsidiary that is not a Loan Party to a Loan Party, (b) among Loan Parties, or (c) among Subsidiaries that are not Loan Parties; (vi) any Disposition of assets or capital stock of any Inactive Subsidiary of the Borrowerbusiness; (vii) Dispositions also constituting (a) Investments permitted under Section 8.2.4 [Loans any sale, transfer or Investments]lease of assets, (b) Restricted Payments permitted under Section 8.2.13 [Restricted Payments], or (c) transactions permitted under other than those specifically excepted pursuant to clauses (i) through (vi) above, provided that (a) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, and (iib) the aggregate net book value of Section 8.2.5 [Liquidations, Mergers, Consolidations, Acquisitions]all assets so sold by the Loan Parties and their Subsidiaries shall not exceed in any fiscal year 25% of the Consolidated Net Worth of the Loan Parties and their Subsidiaries; (viii) any Disposition of assets sale, transfer or capital stock lease of any Project Subsidiary, provided that (a) the Loan Parties are simultaneously released from any recourse Indebtedness related to such Project Subsidiary, and (b) the Borrower is in compliance with Section 8.2.16 [Maximum Leverage Ratio] both before and after such Disposition;Investment set forth on Schedule 7.2.4; or (ix) any Permitted Wind/Solar Transactionsale, so long as transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (viii) above, which is approved by the Borrower is in compliance with Section 8.2.16 [Maximum Leverage Ratio] both before and after such transaction, or any other Off-Balance Sheet Financing permitted by Section 8Required Lenders.

Dispositions of Assets or Subsidiaries. Each of the Loan Parties shall not, and shall not permit any of its Unregulated 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 without limitation any 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 interestsinterests of a Subsidiary of such Loan Party) (collectivelywhich are, or would become, Collateral under any such transaction, a “Disposition”)of the Loan Documents, except: (i) Dispositions transactions involving the sale of inventory or investments in the ordinary course of business or the lease or license of goods or intellectual property in the ordinary course of business; (ii) any Disposition sale, transfer or lease of assets (including without limitation intellectual property) 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 Unregulated Subsidiary’s 's business, including the sale, transfer or exchange of any owned or leased Real Property, or the election by the Borrower to terminate or to allow to expire the leases of any Real Property, that the Borrower has determined is not necessary or feasible for use in its mining operations; (iii) Dispositions (a) by a Subsidiary that is not a Loan Party to a Loan Partyany sale, (b) among Loan Parties, transfer or (c) among Subsidiaries that are not Loan Parties; (iv) any Disposition lease of assets in the ordinary course of business which are replaced by substitute assets acquired or leased; provided such substitute assets are subject to the Lenders' Prior Security Interest (subject to Permitted Liens); (iv) [reserved]; (v) the issuance a disposition of shares assets acquired in a Permitted Acquisition, within 270 days of capital stock of the Borrowersuch Permitted Acquisition, and the issuance of shares of capital stock of (a) a Subsidiary that is not a Loan Party to a Loan Party, (b) among Loan Parties, or (c) among Subsidiaries that are not necessary or required in the conduct of such Loan PartiesParty’s business; (vi) any Disposition sale, transfer or lease of assets assets, including Borrower’s interests in any Subsidiary other than Hourglass Sands or capital stock High Point, the aggregate amount of any Inactive Subsidiary of the Borrowerwhich does not exceed $10,000,000, other than those specifically excepted pursuant to clauses (i) through (v) above; (vii) Dispositions also constituting subject to the mandatory prepayment requirements of Section 5.7.4, the sale of Borrower’s equity interests in Hourglass Sands or High Point, provided that (aA) Investments permitted under Section 8.2.4 [Loans the Borrower (x) retains at least 51% of the equity of Hourglass Sands and High Point or Investments](y) sells 100% of its equity in Hourglass Sands and High Point, (bB) Restricted Payments permitted under Section 8.2.13 [Restricted Payments]the Borrower receives fair market value for the sale of such equity, and (C) 75% or (c) transactions permitted under clauses (i) more of the consideration for the sale of such interests in Hourglass Sands or (ii) of Section 8.2.5 [Liquidations, Mergers, Consolidations, Acquisitions];High Point shall be in cash and/or cash equivalents; and (viii) any Disposition sale, transfer or lease of assets or capital stock of any Project Subsidiary, provided that (a) the from one Loan Parties are simultaneously released from any recourse Indebtedness related Party to such Project Subsidiary, and (b) the Borrower is in compliance with Section 8.2.16 [Maximum Leverage Ratio] both before and after such Disposition; (ix) any Permitted Wind/Solar Transaction, another Loan Party so long as the Borrower is Loan Parties provide the Administrative Agent with ten (10) days written notice prior to such sale, transfer or lease and, in compliance with the event that such assets are or would become Collateral under any of the Loan Documents, the Loan Parties shall cooperate fully in ensuring that a Lien in such assets shall be continued or granted, as applicable, in favor of the Administrative Agent for the benefit of the Lenders and such Loan Party shall take such other steps as the Administrative Agent deems reasonable and/or necessary to faithfully preserve and protect the Administrative Agent’s Lien on and Prior Security Interest in, such Collateral unless such Collateral may otherwise be released pursuant to clauses (i) through (vii) of this Section 8.2.16 [Maximum Leverage Ratio] both before and after such transaction, or any other Off-Balance Sheet Financing permitted by Section 88.2.7.

Dispositions of Assets or Subsidiaries. Each of the Loan Parties shall not, and shall not permit any of its Unregulated 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 without limitation any 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) (collectively, any interests of a Subsidiary of such transaction, a “Disposition”Loan Party), except: (i) Dispositions transactions involving the sale of inventory or investments in the ordinary course of business or the lease or license of goods or intellectual property in the ordinary course of business; (ii) any Disposition sale, transfer or lease of assets (including without limitation intellectual property) in the ordinary course of business which are obsolete or no longer necessary or required in the conduct of such Loan Party’s or such Unregulated Subsidiary’s business; (iii) Dispositions (a) any sale, transfer or lease of assets by a any wholly owned Subsidiary that is not of a Loan Party to a another Loan Party, (b) among Loan Parties, or (c) among Subsidiaries that are not Loan Parties; (iv) any Disposition sale, transfer or lease of assets by any Loan Party (other than the Borrower) to any other Loan Party; (v) any sale, transfer or lease of assets constituting an Investment permitted under Section 7.2.4(v); (vi) any sale, transfer or lease of assets in the ordinary course of business which are replaced by substitute assets acquired or leased; (v) leased within the issuance ordinary course of shares of capital stock of the Borrower, and the issuance of shares of capital stock of (a) a Subsidiary that is not a Loan Party to a Loan Party, (b) among Loan Parties, or (c) among Subsidiaries that are not Loan Parties; (vi) any Disposition of assets or capital stock of any Inactive Subsidiary of the Borrowerbusiness; (vii) Dispositions also constituting (a) Investments permitted under Section 8.2.4 [Loans any sale, transfer or Investments]lease of assets, (b) Restricted Payments permitted under Section 8.2.13 [Restricted Payments], or (c) transactions permitted under other than those specifically excepted pursuant to clauses (i) through (vi) above, provided that (a) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, and (iib) the aggregate net book value of all assets so sold by the Loan Parties and their Subsidiaries shall not exceed in any fiscal year twenty-five percent (25%) of Section 8.2.5 [Liquidations, Mergers, Consolidations, Acquisitions]Consolidated Net Worth; (viii) any Disposition of assets sale, transfer or capital stock lease of any Project Subsidiary, provided that (a) the Loan Parties are simultaneously released from any recourse Indebtedness related to such Project Subsidiary, and (b) the Borrower is in compliance with Section 8.2.16 [Maximum Leverage Ratio] both before and after such Disposition;Investment set forth on Schedule 7.2.4; or (ix) any Permitted Wind/Solar Transactionsale, so long as transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (viii) above, which is approved by the Borrower is in compliance with Section 8.2.16 [Maximum Leverage Ratio] both before and after such transaction, or any other Off-Balance Sheet Financing permitted by Section 8Required Lenders.

Dispositions of Assets or Subsidiaries. Each of the Loan Parties shall not, and shall not permit any of its Unregulated 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 without limitation any 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) (collectively, any interests of a Subsidiary of such transaction, a “Disposition”Loan Party), except: (i) Dispositions involving the sale of inventory any sale, transfer or investments in the ordinary course of business or the lease or license of goods or intellectual property in the ordinary course of business; (ii) any Disposition of assets (including without limitation intellectual property) in the ordinary course of business which are no longer necessary or required in the conduct of such Loan Party’s 's or such Unregulated Subsidiary’s 's business; (ii) any sale, transfer or lease of assets by a Loan Party to another Loan Party; (iii) Dispositions (a) by a Subsidiary that is not a Loan Party to a Loan Partyany sale, (b) among Loan Parties, transfer or (c) among Subsidiaries that are not Loan Parties; (iv) any Disposition lease of assets in the ordinary course of business which are replaced by substitute assets acquired or leasedleased under usual and customary terms in the ordinary course of business, PROVIDED such substitute assets are subject to the Agent's Prior Security Interest; (iv) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (iv) above, so long as in the case of dispositions when the net after-tax proceeds (as reasonably estimated by the Borrower) are greater than $1,000,000, the net after-tax proceeds are applied as a mandatory repayment of the Loans and a reduction of the Commitments in accordance with the provisions of Section 5.5.1 above; (v) the issuance of shares of capital stock any sale or transfer of the Borrower, and interests of the issuance of shares of capital stock of (a) a Subsidiary that is not a Loan Party to a Loan Party, (b) among Loan Parties, or (c) among Subsidiaries that are not Loan Parties;Parties in the Existing Partnerships; or (vi) any Disposition sale or transfer of assets or capital stock Restricted Investments, provided however, that the net proceeds of any Inactive Subsidiary of the Borrower; (vii) Dispositions also constituting (a) Investments permitted under Section 8.2.4 [Loans or Investments], (b) Restricted Payments permitted under Section 8.2.13 [Restricted Payments], or (c) transactions permitted under clauses such sale are applied as either (i) a mandatory repayment of the Loans or (ii) subject to Section 8.2.9, are further invested in Permitted Investments of Section 8.2.5 [Liquidations, Mergers, Consolidations, Acquisitions]; (viii) any Disposition of assets or capital stock of any Project Subsidiary, provided that (a) the Loan Parties are simultaneously released from any recourse Indebtedness related to such Project Subsidiary, and (b) the Borrower is in compliance with Section 8.2.16 [Maximum Leverage Ratio] both before and after such Disposition; (ix) any Permitted Wind/Solar Transaction, so long as the Borrower is in compliance with Section 8.2.16 [Maximum Leverage Ratio] both before and after such transaction, or any other Off-Balance Sheet Financing permitted by Section 8Parties.

Dispositions of Assets or Subsidiaries. Each of the Loan Parties shall not, and shall not permit any of its Unregulated 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 without limitation any 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) (collectively, any interests of a Subsidiary of such transaction, a “Disposition”Loan Party), except: (i) Dispositions transactions involving the sale of inventory or investments in the ordinary course of business or the lease or license of goods or intellectual property in the ordinary course of business; (ii) any Disposition sale, transfer or lease of assets (including without limitation intellectual property) in the ordinary course of business which are obsolete or no longer necessary or required in the conduct of such Loan Party’s or such Unregulated Subsidiary’s business; (iii) Dispositions (a) any sale, transfer or lease of assets by a any wholly owned Subsidiary that is not of a Loan Party to a another Loan Party, (b) among Loan Parties, or (c) among Subsidiaries that are not Loan Parties; (iv) any Disposition sale, transfer or lease of assets by any Loan Party (other than the Borrower) to any other Loan Party; (v) any sale, 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; (v) leased within the issuance ordinary course of shares of capital stock of the Borrower, and the issuance of shares of capital stock of (a) a Subsidiary that is not a Loan Party to a Loan Party, (b) among Loan Parties, or (c) among Subsidiaries that are not Loan Parties; (vi) any Disposition of assets or capital stock of any Inactive Subsidiary of the Borrowerbusiness; (vii) Dispositions also constituting (a) Investments permitted under Section 8.2.4 [Loans any sale, transfer or Investments]lease of assets, (b) Restricted Payments permitted under Section 8.2.13 [Restricted Payments], or (c) transactions permitted under other than those specifically excepted pursuant to clauses (i) through (vi) above, provided that (a) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, and (iib) the aggregate net book value of Section 8.2.5 [Liquidations, Mergers, Consolidations, Acquisitions]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 Disposition of assets sale, transfer or capital stock lease of any Project Subsidiary, provided that (a) the Loan Parties are simultaneously released from any recourse Indebtedness related to such Project Subsidiary, and (b) the Borrower is in compliance with Section 8.2.16 [Maximum Leverage Ratio] both before and after such Disposition;Investment set forth on Schedule 8.2.4; or (ix) any Permitted Wind/Solar Transactionsale, so long as transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (viii) above, which is approved by the Borrower is in compliance with Section 8.2.16 [Maximum Leverage Ratio] both before and after such transaction, or any other Off-Balance Sheet Financing permitted by Section 8Required Lenders.

Dispositions of Assets or Subsidiaries. Each of the No Loan Parties Party shall, nor shall not, and shall not any Loan Party permit any of its Unregulated Subsidiaries Restricted Subsidiary to, sell, convey, assign, lease, abandon or otherwise transfer or dispose ofDispose of (including pursuant to any sale and leaseback transaction), voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including without limitation any 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) (collectively, any interests or other equity interests of a Subsidiary of such transaction, a “Disposition”Loan Party), except: (ia) Dispositions involving the sale any Disposition of inventory or investments assets in the ordinary course of business that are replaced by substitute assets acquired or leased as permitted in this Agreement, so long as such substitute assets are subject to the lease or license Administrative Agent’s Prior Security Interest therein; (b) transactions involving the sale of goods or intellectual property inventory to customers in the ordinary course of business; (iic) any Disposition of obsolete or worn-out assets (including without limitation intellectual property) in the ordinary course of business which that are no longer necessary or required in the conduct of such Loan Party’s or such Unregulated Restricted Subsidiary’s business; (iii) Dispositions (a) by a Subsidiary that is not a Loan Party to a Loan Party, (b) among Loan Parties, or (c) among Subsidiaries that are not Loan Parties; (ivd) any Disposition of assets among Loan Parties, so long as such sold or transferred assets are subject to the Administrative Agent’s Prior Security Interest therein; (e) any Disposition (i) among Excluded Subsidiaries or (ii) by an Excluded Subsidiary to a Loan Party; (f) any Disposition permitted by Sections 7.5, 7.6 or 7.7; (g) any Disposition of Cash Equivalents; (h) Disposition of a Loan Party’s or Restricted Subsidiary’s interest in its respective property through leasing or subleasing of such property in the ordinary course of business which are replaced by substitute assets acquired or leasedbusiness; (vi) Dispositions required by the applicable Law; (j) Disposition of non-core assets of any Person acquired pursuant to a Permitted Acquisition, provided that, such Disposition occurs within 18 months of such Permitted Acquisition; (k) the issuance of shares of capital stock up to 5% of the common equity interest of any Loan Party (other than Borrower) or Restricted Subsidiary to the management of such Loan Party or Restricted Subsidiary (to the extent such Loan Party’s or Restricted Subsidiary’s governing documents permit such Loan Party or Restricted Subsidiary to approve the sale of the assets or merger of such Loan Party or Restricted Subsidiary without the consent of such management shareholders, in each case, for so long as this Agreement is in effect and until Payment In Full and a certificate of an authorized officer of such Loan Party or Restricted Subsidiary certifying to the same is delivered to Administrative Agent and the issuance of shares of capital stock of Lenders in form and substance satisfactory to Administrative Agent); (al) a Subsidiary that is not the Disposition by a Loan Party to a Loan Party, (b) among Loan Parties, or (c) among Subsidiaries that are not Loan Parties; (vi) any Disposition of assets or capital stock of any Inactive Restricted Subsidiary of the Borrower; (vii) Dispositions also constituting (a) Investments permitted under Section 8.2.4 [Loans capital stock or Investments], (b) Restricted Payments permitted under Section 8.2.13 [Restricted Payments], or (c) transactions permitted under clauses other equity interests in any (i) Unrestricted Subsidiary or (ii) any Excluded Subsidiary whose Equity Interests do not constitute Collateral; provided, that, with respect to the foregoing clause (ii), the Borrower shall be in compliance on a pro forma basis immediately after giving effect to such Disposition with Article VIII for the Test Period; provided further that upon the reasonable request of Section 8.2.5 [Liquidations, Mergers, Consolidations, Acquisitions]the Administrative Agent the Borrower shall deliver a certificate of a Compliance Officer of the Borrower (supported by reasonably detailed calculations) certifying as to the foregoing; (viiim) leasing or subleasing of a Loan Party’s respective property in the ordinary course of business; (n) Dispositions not otherwise permitted so long as the fair market value of all assets Disposed of (including the proposed Disposition) would not exceed in the aggregate amount the greater of (i) $25,000,000 and (ii) 30% of EBITDA of the Borrower and the Restricted Subsidiaries for the Test Period; (o) all other Dispositions of assets (but excluding any Disposition of assets any equity interest in any Loan Party or capital stock any Restricted Subsidiary) if all of any Project Subsidiarythe following conditions are met: (i) no Event of Default exists immediately before or will result immediately after such Disposition, provided that (aii) the Loan Parties are simultaneously released from any recourse Indebtedness related Borrower shall be in compliance on a pro forma basis immediately after giving effect to such Project SubsidiaryDisposition with Article VIII for the Test Period, and (biii) except as to Dispositions pursuant to call options existing on the Closing Date or Dispositions of assets acquired after the Closing Date pursuant to call options entered into after the Closing Date by Borrower or any of the Restricted Subsidiaries that are consistent with the practices of Borrower and the Restricted Subsidiaries on or prior to the Closing Date, at least 60% of the EBITDA of all Restricted Subsidiaries (excluding the Borrower) is attributable to Contributing Qualifying Subsidiaries, determined on a pro forma basis immediately after giving effect to any such Disposition pursuant to this clause (o); and (p) (I) asset swaps of domestic wireless assets in an aggregate market value amount not to exceed the greater of (i) $50,000,000 and (ii) 50% of EBITDA of the Borrower and the Restricted Subsidiaries for the Test Period and (II) asset swaps of foreign wireless assets in an aggregate market value amount not to exceed the greater of (i) $15,000,000 and (ii) 20% of EBITDA of the Borrower and the Restricted Subsidiaries for the Test Period if, in each case, (i) immediately after giving effect to such asset swap, Borrower is in compliance on a pro forma basis with Section 8.2.16 [Maximum Leverage Ratio] both before Article VIII for the Test Period , and after (ii) no Default or Event of Default then exists or shall result from such Dispositionasset swap; (ix) any Permitted Wind/Solar Transaction, so long as the Borrower is in compliance with Section 8.2.16 [Maximum Leverage Ratio] both before and after such transaction, or any other Off-Balance Sheet Financing permitted by Section 8.