Common use of Dispositions Clause in Contracts

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted Transfers; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor; (e) Dispositions permitted by Section 7.04; and (f) Other sales of assets in an aggregate amount for any Annual Period not to exceed the Annual Basket Amount; provided that in connection with a sale of assets in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds of such sale in other useful assets of the Borrower or such Subsidiary within nine months of the date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period; provided, however, that any Disposition pursuant to clauses (a) through (c) or clause (f) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions or the abandonment of obsolete or obsolete, worn out propertyor surplus property no longer material to Borrowers’ Business, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted TransfersDispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Borrower to another Borrower (other than the Parent) or by any Subsidiary to the Borrower Borrowers or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower Borrowers or a Guarantor; (e) licenses of IP Rights in the ordinary course of business and substantially consistent with past practice; (f) Disposition of Cash Equivalents in the ordinary course of business; (g) Disposition of leased real estate in the ordinary course of business; (h) the Disposition of accounts receivable in connection with the collection or compromise thereof; (i) any forgiveness, writeoff or writedown of any intercompany obligations owed by a Loan Party; (j) any Dispositions of assets acquired in connection with any Permitted Acquisition for fair market value, where the fair market value thereof is not in excess of an aggregate amount of $1,000,000 in any calendar year provided that the Net Cash Proceeds thereof are used in accordance with Section 2.05(b); (i) any dispositions resulting from a loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of the Borrowers or any Subsidiary; (ii) Permitted Liens, Investments permitted under Section 7.03 and Restricted Payments permitted under Section 7.06; (l) so long as no Default or Event of Default has occurred and is continuing, other Dispositions of property for fair market value, where the fair market value thereof is not in excess of an aggregate amount of $1,000,000 in any calendar year provided that the Net Cash Proceeds thereof are used in accordance with Section 2.05(b); and (m) Dispositions permitted by Section 7.04; and (f) Other sales of assets in an aggregate amount for any Annual Period not to exceed the Annual Basket Amount; provided that in connection with a sale of assets in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds of such sale in other useful assets of the Borrower or such Subsidiary within nine months of the date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period; provided, however, that any Disposition pursuant to clauses (a) through (c) or clause (f) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: : (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; ; (b) Permitted Transfers; Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property used or useful in the business of the Company and its Subsidiaries or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; ; (d) Dispositions of property by any Subsidiary to the Borrower Company or to a wholly-owned Subsidiary; provided that (i) if the transferor of such property is a GuarantorLoan Party, the transferee thereof 82 must either be a Loan Party or become a Loan Party and (ii) if the Borrower or transferor is a Guarantor; Domestic Loan Party, then the transferee must be a Domestic Loan Party; (e) Dispositions permitted by Section 7.04; and (f) Other sales other than as set forth on Schedule 7.05, non-exclusive licenses of assets IP Rights in an aggregate amount the ordinary course of business and substantially consistent with past practice for any Annual Period terms not to exceed exceeding five years; (g) Dispositions by the Annual Basket AmountCompany and its Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition and (ii) the aggregate book value of all property Disposed of in reliance on this clause (g) in any fiscal year shall not exceed 5% of the total assets (calculated based on book value) of the Company and its Subsidiaries, calculated as of the first day of such fiscal year; (h) any Foreign Subsidiary of the Company may sell or dispose of Equity Interests in such Subsidiary to qualify directors where required by applicable Law or to satisfy other requirements of applicable Law with respect to the ownership of Equity Interests in Foreign Subsidiaries; (i) the rental, lease or sublease of real property or equipment in the ordinary course of business; (j) transfers of property subject to Recovery Events; (k) Dispositions in the ordinary course of business consisting of the abandonment, cancellation, non-renewal or discontinuance of IP Rights which, in the reasonable good faith determination of the Company, is desirable in the conduct of the business of the Company and its Subsidiaries and not materially disadvantageous to the interests of the Lenders; (l) each Loan Party and each of its Subsidiaries may surrender or waive contractual rights and settle or waive contractual or litigation claims in the ordinary course of business; (m) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (n) to the extent constituting a Disposition, transactions otherwise expressly permitted under Sections 7.01, 7.02 or 7.06; (o) to the extent constituting a Disposition, the issuance by the Company of its Equity Interests; and (p) the sale from time to time by the Company and its Subsidiaries of assets accounts receivable, the proceeds thereof, and certain ancillary rights relating thereto (as the scope of such ancillary rights shall be approved by the Administrative Agent), in each case, pursuant to “supply chain financing programs” entered into from time to time by the Company and its Subsidiaries; provided that (i) the aggregate face amount of accounts receivable so sold in any Annual Period which reduces the month pursuant to all such programs does not exceed an amount available under the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds of such sale in other useful assets equal to 10% of the Borrower or such Subsidiary within nine months aggregate consolidated accounts receivable of the date of such sale Company and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion its Subsidiaries as of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period; provided, however, that any Disposition pursuant to clauses last day of the immediately preceding month and (aii) through such sales are consummated on arm’s-length terms and the Company and/or its Subsidiaries receive reasonable consideration therefor (c) or clause (f) shall be for fair market value.as determined by the Company in its reasonable business judgment);

Dispositions. Make The Borrower will not, and will not permit any Disposition of its Subsidiaries to Dispose of, in one transaction or enter into a series of transactions, any agreement to make any Disposition, except: (a) Dispositions part of obsolete its business or worn out property, whether now owned or hereafter acquired, except: (a) Damaged, obsolete, unusable, surplus, used or worn out property, tools or equipment no longer used or useful in its business; (b) any inventory or other property sold or disposed of in the ordinary course of business and for fair consideration; (c) Dispositions to the Borrower or a Subsidiary, including the sale or issuance by the Borrower or any Subsidiary of any equity interests of any Subsidiary; (d) any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its property to the Borrower or any wholly owned Subsidiary of the Borrower that is a Loan Party; (e) the Capital Stock of any Subsidiary may be sold, transferred or otherwise disposed of to the Borrower or any wholly owned Subsidiary of the Borrower that is a Loan Party; and (f) Dispositions of property by the Borrower or any Subsidiary having an aggregate fair market value not exceeding the greater of $12,500,000 and 5.0% of Consolidated EBITDA for the most recently ended Reference Period (measured at the time of such Disposition) per annum; (g) Dispositions of property by the Borrower or any Subsidiary to effect Sale/Leaseback Transactions permitted under Section 7.12; (h) Dispositions to effect transactions permitted pursuant to Sections 7.02, 7.03 (other than Section 7.03(c)(y)) and 7.07; (i) the abandonment, allowance to lapse or expiration of intellectual property in the ordinary course of business; (bj) Permitted TransfersDispositions of cash and Cash Equivalents in the ordinary course of business; (ck) Dispositions of equipment defaulted receivables in the ordinary course of business or real property to in connection with the extent that (i) such property is exchanged for credit against compromise, settlement or collection thereof in the purchase price ordinary course of business or in bankruptcy or similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement propertyproceeding; (dl) Dispositions of assets resulting from condemnation or casualty events; (m) Dispositions of property by any Subsidiary to the Borrower or any Subsidiary if immediately after giving effect to a wholly-owned Subsidiary; provided that if such Disposition, (i) the transferor of such property is a Guarantor, the transferee thereof must either be aggregate consideration received by the Borrower and its Subsidiaries for such Disposition shall be in an amount at least equal to the fair market value (as reasonably determined by the Borrower in good faith) thereof (measured either, at the option of the Borrower, at the time of the Disposition or a Guarantor;as of the date of the definitive agreement with respect to such Disposition) and (ii) at least 75% of the aggregate consideration for such Disposition shall be paid in cash or Cash Equivalents, provided that, for purposes of this provision, each of the following shall be deemed to be cash: (ei) Dispositions permitted instruments, notes, securities or other obligations received by Section 7.04; and (f) Other sales of assets in an aggregate amount for any Annual Period not to exceed the Annual Basket Amount; provided that in connection with a sale of assets in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests from the proceeds purchaser that within 180 days of such sale in other useful assets of the closing is converted by the Borrower or such Subsidiary within nine months to cash or Cash Equivalents, to the extent of the date cash or Cash Equivalents actually so received and (ii) any cash payments received with respect to instruments, notes, securities or other obligations referred to in clause (i) immediately above within 180 days of such sale and during such Annual Period, Disposition; (B) the aggregate amount assumption by the purchaser of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing Indebtedness or other obligations or liabilities (as shown on the Closing Date, provided that no unused portion Borrower’s most recent balance sheet or in the footnotes thereto) of the Annual Basket Amount for any Annual Period may be “carried over” to Borrower or a subsequent Annual Period; provided, however, that any Disposition Subsidiary pursuant to clauses operation of law or a customary novation or assumption agreement; and (aC) through any Designated Non-Cash Consideration received by the Borrower or such Subsidiary in the Disposition, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of (x) $12,500,000 and (y) 5.0% of Consolidated EBITDA for the most recently ended Reference Period at the time of receipt of such outstanding Designated Non-Cash Consideration (with the fair market value (as reasonably determined by the Borrower in good faith) of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (n) any surrender or clause waiver of contractual rights or the settlement, release, or surrender of contractual, tort or other claims of any kind or any settlement, discount, write off, forgiveness, or cancellation of any Indebtedness owing by any present or former directors, officers, or employees of the Borrower or` any Subsidiary or any of their successors or assigns; (fo) shall be the unwinding or termination of any Hedging Agreement; (p) Dispositions of equity interests of an Unrestricted Subsidiary; (q) Dispositions for fair market valuevalue (as reasonably determined by the Borrower in good faith) of non-core assets acquired in connection with an acquisition permitted hereunder by the Borrower or any Subsidiary , provided the marketing of such Disposition commences within 90 days of such acquisition, and provided, further, that such non-core assets are designated by the Borrower in writing to the Administrative Agent as being held for sale and not for the continued operation of the Borrower or any of its Subsidiaries or any of their respective businesses; and (r) Leases of real or personal property and non-exclusive licenses and sub-licenses of intellectual property, in each case, in the ordinary course of business which do not materially interfere with the business of the Borrower and its Subsidiaries.

Dispositions. Make The Borrower shall not, nor shall it permit any of its Subsidiaries to, directly or indirectly, make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted TransfersDispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a GuarantorGuarantor (or become a Guarantor upon consummation of such transfer); (e) Dispositions permitted by Section 7.04; (f) Dispositions of Equity Interests of any Subsidiary if, at the time of such Disposition, such Subsidiary has no assets or operations; (g) Dispositions by the Borrower or any Subsidiary not otherwise permitted under this Section 7.05 so long as at the time of such Disposition, no Default shall exist or would result therefrom, and either (i) the aggregate book value of all property Disposed of in reliance on this clause (g) in any fiscal year of the Borrower shall not exceed $2,000,000; and (fh) Other sales of assets in an aggregate amount for any Annual Period not to exceed the Annual Basket Amount; provided that in connection with a sale of assets in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual Period, if Dispositions by the Borrower or such any Subsidiary re-invests not otherwise permitted under this Section 7.05 so long as (i) at the proceeds time of such sale Disposition, no Default shall exist or would result therefrom, and (ii) such Disposition, when combined with all other property Disposed of in other useful reliance on this clause (h) after the Fourth Amendment Effective Date, does not represent or constitute assets or entities (or portions thereof) that contributed revenues or Consolidated EBITDA (such contribution as reasonably determined by management of the Borrower or such Subsidiary within nine months Borrower) of more than 25% of the date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion consolidated revenue or more than 25% of the Annual Basket Amount Consolidated EBITDA, in each case of the Parent and its Subsidiaries, for any Annual Period may be “carried over” the four-quarter period most recently ended for which financial statements have been delivered pursuant to a subsequent Annual PeriodSection 6.01(a) or (b); provided, however, provided that any Disposition pursuant to clauses (a) through (c) or clause (fh) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Permitted Transfers; (b) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted Transfers; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property permitted by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a GuarantorSection 7.04; (e) Dispositions licenses of IP Rights in the ordinary course of business and substantially consistent with past practice; (f) sale and leaseback transactions permitted by Section 7.047.17; (g) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Borrower or any Subsidiary; and (fh) Other sales of assets in an aggregate amount for any Annual Period Dispositions by the Company and its Subsidiaries not to exceed the Annual Basket Amountotherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition and (ii) the aggregate book value of all property Disposed of in connection with a sale of assets reliance on this clause (i) in any Annual Period which reduces single fiscal year shall not exceed (x) at any time prior to the amount available under occurrence of a Springing Lien Trigger Event, ten percent (10%) of the Annual Basket Amount for such Annual Period, if total book value of the Borrower or such Subsidiary re-invests the proceeds of such sale in other useful assets of the Borrower or such Subsidiary within nine months Company and its Subsidiaries on a consolidated basis for the most recently-ended fiscal year and (y) at any time after the occurrence of a Springing Lien Trigger Event, five percent (5%) of the date total book value of such sale the assets of the Company and during such Annual Periodits Subsidiaries on a consolidated basis for the most recently-ended fiscal year. For the avoidance of doubt, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided Loan Parties agree that no unused portion Loan Party that owns intellectual property that is material to the business of the Annual Basket Amount for any Annual Period other Loan Parties, taken as a whole, may be “carried over” transferred, directly or indirectly, to a subsequent Annual Period; provided, however, that any Disposition pursuant to clauses (a) through (c) or clause (f) shall be for fair market valueExcluded Subsidiary.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, Inventory in the ordinary course Ordinary Course of businessBusiness; (b) Permitted TransfersDispositions in the Ordinary Course of Business of assets other than Collateral of a type included in the Borrowing Base that are obsolete, worn out, or surplus as so long as ( all proceeds thereof are applied in accordance with Section 2.06(b)); (c) Dispositions that constitute (i) Investments permitted under Section 8.03, (ii) a Lien permitted under Section 8.02, (iii) a merger, dissolution, consolidation or liquidation permitted under Section 8.04, or (iv) a Restricted Payment permitted under Section 8.06; (d) Dispositions that result from a casualty or condemnation in respect of equipment such property or real property assets and is not otherwise an Event of Default so long as all proceeds thereof are applied in accordance with Section 2.06(b); (e) Dispositions that consist of the sale or discount in the Ordinary Course of Business of overdue accounts receivable that are not Eligible Accounts in connection with the compromise or collection thereof, provided that the Net Cash Proceeds from such Disposition shall be deposited in the Concentration Account; (f) Dispositions among the Loan Parties or by any Subsidiary to a Loan Party; (g) Dispositions by any Subsidiary which is not a Loan Party to another Subsidiary that is not a Loan Party; (h) other Dispositions of assets other than Collateral of a type included in the Borrowing Base so long as (i) no Event of Default has occurred and is continuing at the time of such Disposition and (ii) the Fair Market Value of all such assets Disposed of, whether individually or in a series of related transactions, does not exceed $5,000,000 in the aggregate in any fiscal year; (i) Dispositions of railcars to the Railcar Leasing Subsidiaries (A) on arm’s length commercial terms in the Ordinary Course of Business or (B) subject to the limitations set forth in the definition of Railcar Leasing Subsidiary Retained Investments; (j) Licenses, sublicenses, leases or subleases granted to others in the Ordinary Course of Business; (k) Dispositions of Equipment or Real Property to the extent that (iA) such property is exchanged for credit against the purchase price of similar replacement property or (iiB) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (dl) Dispositions Disposition of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor; (e) Dispositions permitted by Section 7.04Cash Equivalents for Fair Market Value; and (fm) Other sales Dispositions of assets in an aggregate amount for any Annual Period not Equipment relating to exceed the Annual Basket Amount; provided that in connection with a sale of assets in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds of such sale in other useful assets closing of the Borrower Company’s plants or facilities, so long as (i) no Dominion Trigger Period is then in effect and (ii) if after giving effect to such Subsidiary within nine months of Disposition on a Pro Forma Basis, Excess Availability is less than $25,000,000, then all proceeds from such Disposition shall be applied to repay the date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period; provided, however, that any Disposition Obligations pursuant to clauses (a) through (c) or clause (f) shall be for fair market valueSection 2.06(b).

Dispositions. Make The Borrower will not, and will not permit any Disposition of its Subsidiaries to Dispose of, in one transaction or enter into a series of transactions, any agreement to make any Disposition, except: (a) Dispositions part of obsolete its business or worn out property, whether now owned or hereafter acquired, except: (a) Damaged, obsolete, unusable, surplus, used or worn out property, tools or equipment no longer used or useful in its business; (b) any inventory or other property sold or disposed of in the ordinary course of business and for fair consideration; (c) Dispositions to the Borrower or a Subsidiary, including the sale or issuance by the Borrower or any Subsidiary of any equity interests of any Subsidiary; (d) any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its property to the Borrower or any wholly owned Subsidiary of the Borrower that is a Loan Party; (e) the Capital Stock of any Subsidiary may be sold, transferred or otherwise disposed of to the Borrower or any wholly owned Subsidiary of the Borrower that is a Loan Party; and (f) Dispositions of property by the Borrower or any Subsidiary having an aggregate fair market value not exceeding the greater of $12,500,000 and 5.0% of Consolidated EBITDA for the most recently ended Reference Period (measured at the time of such Disposition) per annum; (g) Dispositions of property by the Borrower or any Subsidiary to effect Sale/Leaseback Transactions permitted under Section 7.12; (h) Dispositions to effect transactions permitted pursuant to Sections 7.02, 7.03 (other than Section 7.03(c)(y)) and 7.07; (i) the abandonment, allowance to lapse or expiration of intellectual property in the ordinary course of business; (bj) Permitted TransfersDispositions of cash and Cash Equivalents in the ordinary course of business; (ck) Dispositions of equipment defaulted receivables in the ordinary course of business or real property to in connection with the extent that (i) such property is exchanged for credit against compromise, settlement or collection thereof in the purchase price ordinary course of business or in bankruptcy or similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement propertyproceeding; (dl) Dispositions of assets resulting from condemnation or casualty events; (m) Dispositions of property by any Subsidiary to the Borrower or any Subsidiary if immediately after giving effect to a wholly-owned Subsidiary; provided that if such Disposition, (i) the transferor of such property is a Guarantor, the transferee thereof must either be aggregate consideration received by the Borrower and its Subsidiaries for such Disposition shall be in an amount at least equal to the fair market value (as reasonably determined by the Borrower in good faith) thereof (measured either, at the option of the Borrower, at the time of the Disposition or a Guarantor;as of the date of the definitive agreement with respect to such Disposition) and (ii) at least 75% of the aggregate consideration for such Disposition shall be paid in cash or Cash Equivalents, provided that, for purposes of this provision, each of the following shall be deemed to be cash: (ei) Dispositions permitted instruments, notes, securities or other obligations received by Section 7.04; and (f) Other sales of assets in an aggregate amount for any Annual Period not to exceed the Annual Basket Amount; provided that in connection with a sale of assets in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests from the proceeds purchaser that within 180 days of such sale in other useful assets of the closing is converted by the Borrower or such Subsidiary within nine months to cash or Cash Equivalents, to the extent of the date cash or Cash Equivalents actually so received and (ii) any cash payments received with respect to instruments, notes, securities or other obligations referred to in clause (i) immediately above within 180 days of such sale and during such Annual Period, Disposition; (B) the aggregate amount assumption by the purchaser of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing Indebtedness or other obligations or liabilities (as shown on the Closing Date, provided that no unused portion Borrower’s most recent balance sheet or in the footnotes thereto) of the Annual Basket Amount for any Annual Period may be “carried over” to Borrower or a subsequent Annual Period; provided, however, that any Disposition Subsidiary pursuant to clauses operation of law or a customary novation or assumption agreement; and (aC) through any Designated Non-Cash Consideration received by the Borrower or such Subsidiary in the Disposition, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of (x) $12,500,000 and (y) 5.0% of Consolidated EBITDA for the most recently ended Reference Period at the time of receipt of such outstanding Designated Non-Cash Consideration (with the fair market value (as reasonably determined by the Borrower in good faith) of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (n) any surrender or clause waiver of contractual rights or the settlement, release, or surrender of contractual, tort or other claims of any kind or any settlement, discount, write off, forgiveness, or cancellation of any Indebtedness owing by any present or former directors, officers, or employees of the Borrower or` any Subsidiary or any of their successors or assigns; (fo) shall be the unwinding or termination of any Hedging Agreement; (p) Dispositions of equity interests of an Unrestricted Subsidiary; (q) Dispositions for fair market valuevalue (as reasonably determined by the Borrower in good faith) of non-core assets acquired in connection with an acquisition permitted hereunder by the Borrower or any Subsidiary , provided the marketing of such Disposition commences within 90 days of such acquisition, and provided, further, that such non-core assets are designated by the Borrower in writing to the Administrative Agent as being held for sale and not for the continued operation of the Borrower or any of its Subsidiaries or any of their respective businesses; and (r) Leases of real or personal property and non-exclusive licenses and sub-licenses of intellectual property, in each case, in the ordinary course of business which do not materially interfere with the business of the Borrower and its Subsidiaries.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, or, in the case of any Subsidiary of the REIT, issue, sell or otherwise Dispose of any of such Subsidiary’s Equity Interests to any Person, except: (a) Dispositions of obsolete or worn out propertyequipment, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted Transfers; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary of the Borrower to the Borrower or to a wholly-owned Subsidiaryanother Subsidiary of the Borrower; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor; and provided, further, that if any Subsidiary Guarantor consummates a Division, then, to the extent applicable, the Borrower must comply with the obligations set forth in Section 6.12 with respect to each Division Successor; (c) Dispositions permitted by Section 7.04(a) or (b); (d) Dispositions of assets (other than Equity Interests of a Subsidiary) not constituting an Unencumbered Property; (e) so long as no Default exists or would result therefrom, the issuance, sale or other Disposition of Equity Interests of any Subsidiary of the Borrower (other than an Owner of an Unencumbered Property); (f) Dispositions not otherwise permitted by under this Section 7.047.05, including the issuance, sale or other Disposition of Equity Interests of any Subsidiary of the Borrower that is an Owner of an Unencumbered Property; provided that: (i) no Default exists or would result therefrom; (ii) immediately upon giving effect thereto, the Loan Parties shall be in compliance, on a pro forma basis, with the provisions of Section 7.11; and (fiii) Other sales in the event of assets in any Disposition of an aggregate amount Unencumbered Property for which an Owner is a Guarantor or a Disposition of any Annual Period not to exceed such Owner: (A) the Annual Basket Amount; provided that in connection with a sale of assets representations and warranties made or deemed made by the Loan Parties in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds Loan Document are true and correct in 109 all material respects on and as of such sale in other useful assets of the Borrower or such Subsidiary within nine months on and as of the date thereof and immediately after giving effect thereto (without duplication of materiality qualifiers set forth in such representations and warranties), except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties are true and correct in all material respects on and as of such sale earlier date without duplication of materiality qualifiers set forth in such representations and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For warranties) and except that for purposes of this Section 7.05(f)7.05, “Annual Basket Amount” shall mean $30,000,000 the representations and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period; provided, however, that any Disposition pursuant to clauses warranties contained in subsections (a) through and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 and (B) the provisions of Section 10.12(b) or (c) or clause (f) ), as applicable, shall be satisfied; and (g) the issuance, sale or other Disposition of limited partnership interests of the Borrower as consideration for fair market valuethe purchase by a Subsidiary of the REIT of a Property, but solely to the extent that, after giving effect thereto, a Change of Control has not occurred. For the avoidance of doubt, nothing in this Section 7.05 restricts the issuance, sale or other Disposition of Equity Interests of the REIT, to the extent that such issuance, sale or other Disposition does not result in Change of Control.

Dispositions. Make any Disposition or enter into any agreement to make The Company shall not, and shall not permit its Restricted Subsidiaries to, consummate any Disposition, except: (a) Dispositions by the Borrowers and their Restricted Subsidiaries not otherwise permitted under this Section 8.10; provided that (i) subject to Section 1.11, at the time of such Disposition, no Specified Default has occurred and is continuing or would result from such Disposition, and (ii) at least 75% of the purchase price for such asset shall be paid to the Borrower or its Restricted Subsidiary in cash or Permitted Investments, provided, that (1) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (iiiii) from the Closing Date until the Maturity Date, not in excess of $250,000,000, 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, shall be deemed cash and (2) any liabilities or obligations that are assumed by the transferee in connection with such Disposition shall be deemed cash and any securities, notes or other obligations received by the Borrower or any of its Restricted Subsidiaries from the transferee or Affiliates in connection with such Disposition shall be deemed cash if the Borrower or the applicable Restricted Subsidiary intends at the time of receipt to convert such securities, notes or other obligations to cash within fifteen months of receipt thereof (with the proceeds thereof being cash proceeds upon any such conversion); provided, further, that any such Disposition shall be for fair market value; (b) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted Transfers; (c) Dispositions of equipment or real property to current assets in the extent that (i) such property is exchanged for credit against the purchase price ordinary course of similar replacement property or (ii) the proceeds business and Dispositions of such Disposition are reasonably promptly applied to the purchase price of such replacement propertyPermitted Investments; (d) Dispositions of property by a Borrower or any Restricted Subsidiary to the a Borrower or to a wholly-owned Wholly Owned Subsidiary; provided that if the transferor of such property is a Borrower or a Guarantor, the transferee thereof must either be the a Borrower or a Guarantor; (e) Dispositions of property that is no longer to be used in Borrowers’ or their Restricted Subsidiaries’ business; (f) Restricted Payments permitted under Section 8.03; (g) Dispositions of Intellectual Property or other intangible assets, including through licensing or cross-licensing of Intellectual Property or the abandonment, cancellation or disposition of Intellectual Property; (h) the sale or issuance of any Restricted Subsidiary’s Equity Interest to the Borrowers or any Guarantor; (i) the leasing, occupancy agreements or sub-leasing of property that would not materially interfere with the required use of such property by Section 7.04the Borrowers or their Restricted Subsidiaries; (j) the sale or discount of accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof (and not as part of any financing of receivables); (k) Involuntary Dispositions; (l) Dispositions of Investments to the extent required by, or made pursuant to, customary buy/sell arrangements between the holders of Equity Interests pursuant to shareholders’ or joint venture agreements or similar arrangements; and (fm) Other sales Dispositions over the life of assets in this Agreement constituting no more than 5% of Consolidated Total Assets as of the prior fiscal year at the time of any such Disposition may be disposed of through an aggregate amount exchange or swap for any Annual Period not to exceed the Annual Basket Amount; provided that similar property (including assumption of liabilities or obligations in connection with a sale of assets therewith) useful in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds of such sale in other useful assets business of the Borrower or such Subsidiary within nine months and its Restricted Subsidiaries of the date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period; provided, however, that any Disposition pursuant to clauses (a) through (c) or clause (f) shall be for comparable fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Permitted Transfers; (b) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted Transfers; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property permitted by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a GuarantorSection 7.04; (e) Dispositions licenses of IP Rights in the ordinary course of business and substantially consistent with past practice; (f) sale and leaseback transactions permitted by Section 7.047.17; (g) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Borrower or any Subsidiary; (h) the Outdoor Products Group Spin-Off so long as the Loan Parties have satisfied the Spin-Off Conditions; and (fi) Other sales of assets in an aggregate amount for any Annual Period Dispositions by the Company and its Subsidiaries not to exceed the Annual Basket Amountotherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition and (ii) the aggregate book value of all property Disposed of in connection with a sale of assets reliance on this clause (i) in any Annual Period which reduces single fiscal year shall not exceed (x) at any time prior to the amount available under occurrence of a Springing Lien Trigger Event, ten percent (10%) of the Annual Basket Amount for such Annual Period, if total book value of the Borrower or such Subsidiary re-invests the proceeds of such sale in other useful assets of the Borrower or such Subsidiary within nine months Company and its Subsidiaries on a consolidated basis for the most recently-ended fiscal year and (y) at any time after the occurrence of a Springing Lien Trigger Event, five percent (5%) of the date total book value of the assets of the Company and its Subsidiaries on a consolidated basis for the most recently-ended fiscal year (for the purposes of the foregoing calculation in clause (ii), for the fiscal year of the Company in which the Outdoor Products Group Spin-Off occurs, such sale and during such Annual Periodcalculation shall be made on a pro forma basis for the consummation of the Outdoor Products Group Spin-Off as if it had occurred on the last day of the fiscal year immediately preceding the year in which the Outdoor Products Group Spin-Off occurs). For the avoidance of doubt, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided Loan Parties agree that no unused portion Loan Party that owns intellectual property that is material to the business of the Annual Basket Amount for any Annual Period other Loan Parties, taken as a whole, may be “carried over” transferred, directly or indirectly, to a subsequent Annual Period; provided, however, that any Disposition pursuant to clauses (a) through (c) or clause (f) shall be for fair market valueExcluded Subsidiary.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:except the following (each a “Permitted Disposition”): (a) Dispositions of Equipment in the ordinary course of business that is substantially worn, damaged, obsolete or, in the judgment of a Loan Party, no longer useful or worn out property, whether now owned or hereafter acquired, necessary in its business and is not replaced with similar property having at least equivalent value; (b) Dispositions of Inventory in the ordinary course of business; (b) Permitted Transfers; (c) Store closings (including the termination or non-renewal of any applicable Lease or contract), bulk sales or other dispositions of the Inventory of a Loan Party conducted in orderly fashion in accordance with the applicable Store contract or otherwise and otherwise typical for the college bookseller industry (“Customary Dispositions”), provided, that any other Store closures and related Inventory dispositions that are not Customary Dispositions of equipment or real property to the extent that shall be permitted hereunder so long as such closures and dispositions shall not exceed (i) in any Fiscal Year of the Lead Borrower, ten percent (10.0%) of the number of the Loan Parties’ Store contracts as of the beginning of such property is exchanged for credit against the purchase price Fiscal Year (net of similar replacement property or new Store openings) and (ii) in the proceeds aggregate from and after the Closing Date, twenty-five percent (25.0%) of the number of such Disposition are reasonably promptly applied to Loan Parties’ Store contracts in existence as of the purchase price Closing Date (net of such replacement propertynew Store openings); (d) Dispositions [intentionally omitted]Dispositions of property by any Subsidiary to Inventory constituting Licensed Merchandise in accordance with the Borrower or to a whollyMerchandising Agreement and the E-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a GuarantorCommerce Agreement; (e) Dispositions permitted by Section 7.04; andnon-exclusive licenses of Intellectual Property of a Loan Party in the ordinary course of business; (f) Other sales of assets in an aggregate amount for sales, transfers and dispositions by any Annual Period not to exceed the Annual Basket Amount; provided that in connection with a sale of assets in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds of such sale in other useful assets of the Borrower or such Subsidiary within nine months of the date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” Loan Party to a subsequent Annual PeriodBorrower; (g) sales, transfers and dispositions of any Immaterial Subsidiary to another Person; provided, however, that the total assets and gross revenue of all Immaterial Subsidiaries disposed of from and after the Second Amendment Effective Date shall not exceed five percent (5%) of (i) the Consolidated total assets of the Lead Borrower and its Subsidiaries and (ii) the Consolidated gross revenue of the Lead Borrower and its Subsidiaries, respectively; (h) as long as no Default then exists or would arise therefrom, sales of Real Estate of any Loan Party (or sales of any Person or Persons created to hold such Real Estate or the equity interests in such Person or Persons), including sale-leaseback transactions involving any such Real Estate pursuant to leases on market terms, as long as, in the case of any sale-leaseback transaction permitted hereunder with respect to any Material Storage Location, the Collateral Agent shall have received from such purchaser or transferee a Collateral Access Agreement on terms and conditions reasonably satisfactory to the Collateral Agent; (i) any Disposition of Real Estate to a Governmental Authority as a result of the condemnation of such Real Estate; (j) Dispositions of Excluded Assets in accordance with any intercreditor agreement or Security Documents applicable thereto; (k) termination or non-renewal of a Lease and granting a lease, sublease, license or other occupancy interest with respect to any owned Real Estate or any real property subject to a Lease, in each case, so long as such action could not reasonably be expected to result in Material Adverse Effect; and (l) as long as no Default exists or would arise therefrom and without duplication of Dispositions permitted pursuant to clauses (a) through (ck) or clause above, other Dispositions, provided, that the aggregate fair market value of all assets Disposed of in reliance upon this paragraph (fl) shall be for fair market valuenot exceed $35,000,000 during any Fiscal Year of the Lead Borrower and if such Disposition gives rise to a mandatory prepayment obligation under Section 2.05(e), proceeds thereof are applied in accordance with Section 2.05(e).

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted TransfersDispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement propertyequipment, real property or leasehold improvements; (d) Dispositions of property by any Subsidiary to the a Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either shall also be the Borrower or a Guarantor; (e) Dispositions permitted by Section 7.04; (f) Dispositions of Student Notes Receivables and other notes and receivables in the ordinary course of business and to the extent permitted by Section 7.02(f); and (fg) Other sales other Dispositions by such Borrower and its Subsidiaries, so long as (i) no Default or Event of assets Default then exists or would result therefrom, (ii) each such Disposition is in an aggregate amount for any Annual Period not to exceed arm’s-length transaction and such Borrower or the Annual Basket Amount; provided that respective Subsidiary receives at least fair market value (as determined in connection with a sale of assets in any Annual Period which reduces good faith by such Borrower or such Subsidiary, as the amount available under case may be), (iii) the Annual Basket Amount for total consideration received by such Annual Period, if the Borrower or such Subsidiary re-invests is at least 70% cash and is paid at the proceeds time of the closing of such sale in other useful assets of Disposition, (iv) the Borrower or such Subsidiary within nine months of net cash proceeds therefrom are applied and/or reinvested as (and to the date of such sale extent) required by Section 2.07(b) and during such Annual Period, (v) the aggregate amount of such the proceeds reinvested received from all assets so Disposed of in any fiscal year shall increase not exceed the outstanding amount available under the Annual Basket Amount. For purposes greater of this Section 7.05(f), “Annual Basket Amount” shall mean (x) $30,000,000 40,000,000 and “Annual Period” shall mean each successive period (y) five percent (5%) of twelve consecutive months commencing on the Closing Date, provided that no unused portion Consolidated Tangible Assets as of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Periodend of the preceding fiscal year; provided, however, that any Disposition pursuant to clauses (a) through ), (b), (c) or clause ), (f) and (g) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;; 56718230_5 (b) Permitted TransfersDispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary Consolidated Entity to the Borrower or to a wholly-owned SubsidiaryConsolidated Entity of the Borrower or other Person that will be a Guarantor upon the completion of such Disposition; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor;; and (e) Any other Dispositions permitted by Section 7.04; and (f) Other sales of assets in an aggregate amount for any Annual Period not to exceed the Annual Basket AmountBorrower and/or the Consolidated Entities; provided that in connection (i) to the extent any such Disposition involves property with a sale value or purchase price in excess of assets $50,000,000, neither the Borrower nor any Consolidated Entity shall Dispose of such property unless the Borrower and Consolidated Entities are in any Annual Period which reduces compliance with the amount available under financial covenants set forth in this Agreement both before and after giving effect to such Disposition and upon the Annual Basket Amount occurrence of such Disposition, the Loan Parties shall be deemed to have (A) reaffirmed the representations and warranties set forth in Section 4.02(a) herein and (B) subject to clause (ii) below, made a representation that no Default or Event of Default is in existence prior to or will result from such Disposition; (ii) except to the extent the Administrative Agent has provided written consent for such Annual Period, if Disposition expressly noting the Borrower existence or such Subsidiary re-invests the proceeds projected existence of such sale in other useful assets Default or Event of the Borrower Default, no Default or such Subsidiary within nine months Event of Default shall exist as of the date of such sale Disposition or would result from such Disposition and during (iii) to the extent such Annual Periodaction would require that a Guarantor be released, the aggregate amount Administrative Agent has provided written consent of such proceeds reinvested shall increase release (which consent will not be withheld or unreasonably delayed to the outstanding amount available under extent a properly and fully completed Compliance Certificate is provided by the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 Borrower pursuant to and “Annual Period” shall mean each successive period of twelve consecutive months commencing on in accordance with subclause (i) above and such asset is the Closing Date, provided that no unused portion only material asset of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period; provided, however, that any Disposition pursuant to clauses (a) through (c) applicable Guarantor or clause (f) shall be for fair market valuesuch asset is the Capital Stock of such Guarantor).

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of businessbusiness and Dispositions of property no longer used or useful in the conduct of the business of the Restricted Parties; (b) Permitted TransfersDispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by (i) any Domestic Subsidiary to the Borrower Parent or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the another Domestic Subsidiary or (ii) any UK Borrower or a GuarantorParty to another UK Borrower Party; (e) Dispositions permitted by Sections 7.04 and 7.06 and Liens permitted by Section 7.047.01; (f) Dispositions by the Restricted Parties of property pursuant to sale-leaseback transactions; provided that (i) the fair market value of all property so Disposed of shall not exceed $10,000,000 from and after the Closing Date and (ii) the purchase price for such property shall be paid to the Company or such Subsidiary for not less than 75% cash (and Cash Equivalent) consideration; (g) Dispositions of Cash Equivalents; (h) Dispositions of accounts receivable and related property in connection with the collection or compromise thereof or in connection with the Receivables Facility, or any increases in the amount of the Receivables Facility permitted hereunder; (i) leases, subleases, licenses or sublicenses of property in the ordinary course of business and which do not materially interfere with the business of Parent, the Borrowers and the Subsidiaries; (j) transfers of property subject to Casualty Events upon receipt of the Net Cash Proceeds of such Casualty Event; (k) [Intentionally omitted]; (l) Dispositions of assets or properties by Luxembourg Holdings or its Subsidiaries with a fair market value not in excess of $25,000,000; (m) Dispositions of Investments in Joint Ventures, to the extent required by, or made pursuant to buy/sell arrangements between the joint venture parties set forth in, joint venture arrangements and similar binding arrangements in effect on the Closing Date; and (fn) Other sales Dispositions of assets in an aggregate amount for any Annual Period property by the Restricted Parties not to exceed the Annual Basket Amountotherwise permitted under this Section 7.05; provided that in connection with a sale of assets in any Annual Period which reduces (i) at the amount available under the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds time of such sale in other useful assets Disposition, no Event of the Borrower Default shall exist or would result from such Subsidiary within nine months of the date of such sale Disposition and during such Annual Period, (ii) the aggregate amount book value of such proceeds reinvested all property Disposed of in reliance on this clause (n) shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean not exceed $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, 10,000,000; provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period; provided, however, that any Disposition of any property pursuant to clauses this Section 7.05 (except pursuant to Sections 7.05 (a) through ), (c), (d), (e), (h), (j), (k) or clause and (f) l)), shall be for no less than the fair market valuevalue of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent and the Collateral Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted TransfersDispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property to any Loan Party or by any Restricted Subsidiary to the Borrower or to a wholly-owned Restricted Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor;; 140812225 v1 (e) Dispositions permitted by Section 7.04; and; (f) Other sales Dispositions by the Borrower and its Restricted Subsidiaries of assets in an aggregate amount for any Annual Period property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not to exceed $300,000,000 from and after the Annual Basket AmountClosing Date; (g) non-exclusive licenses of IP Rights; (h) Dispositions by the Borrower and its Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that in connection with a sale (i) at the time of assets in any Annual Period which reduces such Disposition, no Default shall exist or would result from such Disposition and (ii) the amount available under the Annual Basket Amount for such Annual Period, if consideration paid to the Borrower or such Restricted Subsidiary re-invests shall be no less than 75% in cash or Cash Equivalents (provided that for purposes of this clause (ii), the proceeds of such sale in other useful assets following shall be deemed to be cash: (A) any Indebtedness (as shown on the Borrower’s or the applicable Restricted Subsidiary’s most recent balance sheet provided pursuant to Section 6.01(a) or (b)) of the Borrower or such Restricted Subsidiary within nine months (other than Indebtedness that is by its terms subordinated to the Obligations) that is assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the date cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received by the Borrower or any of its Restricted Subsidiaries in such Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not to exceed $75,000,000, calculated at the time of the receipt of such sale Designated Non-Cash Consideration (with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and during such Annual Periodwithout giving effect to subsequent changes in value); (i) so long as no Default shall occur and be continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(h); (j) Dispositions of IP Rights in connection with IP Monetization Transactions in an aggregate amount not to exceed (x) $400,000,000 minus (y) an amount equal to the aggregate outstanding principal amount of Indebtedness incurred under Section 7.02(l) minus (z) an amount equal to the aggregate amount of such proceeds reinvested shall increase Investments made under Section 7.03(j); (k) the outstanding amount available under Dispositions specified on Schedule 7.05; (l) Dispositions of products or other assets that on an individual basis have generated less than $100,000,000 of revenue for the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion most recent (as of the Annual Basket Amount time of each such Disposition) four fiscal quarter period for any Annual Period may be “carried over” which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b); (m) Dispositions of intellectual property owned by a Loan Party to a subsequent Annual PeriodSpecified Foreign Subsidiary; (n) sublicenses, leases and subleases of real or personal property in the ordinary course of business; (o) Permitted Exchanges; 140812225 v1 (p) Dispositions of investments in joint ventures, to the extent required by, or made pursuant to buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; and (q) the Disposition or termination of any Swap Contract or any Permitted Equity Derivative or the entry into any Permitted Equity Derivatives; (r) the write-off, discount, sale or other disposition of doubtful, defaulted or past-due receivables and similar obligations in the ordinary course of business and not undertaken as part of an accounts receivable financing transaction; (s) the incurrence of any Lien permitted pursuant to Section 7.01; (t) the surrender, waiver or settlement of contractual rights in the ordinary course of business, or the surrender, waiver or settlement of claims and litigation claims (whether or not in the ordinary course of business); and (u) other Dispositions of property in an aggregate amount not to exceed $50,000,000. provided, however, that any Disposition pursuant to clauses (aSections 7.05(f), 7.05(h), 7.05(j), 7.05(k), 7.05(l), 7.05(m), 7.05(q) through (c) or clause (fand 7.05(u) shall be for fair market valuenot less than Fair Market Value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, inventory in the ordinary course of business; (b) Permitted Transfers; (c) Dispositions for fair market value of equipment or real property to the extent that (i) such equipment or real property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement equipment or real property, and in each case if the disposed property constituted Collateral then the relevant Loan Party shall xxxxx x Xxxx to the Administrative Agent (including the delivery of any necessary Mortgage, Mineral Rights Mortgage, Mortgaged Property Support Documents and Mortgaged Coal Property Support Documents) on such new or replacement property; (dc) subject to Section 8.15, Dispositions of property by any Subsidiary to the Borrower or any Non-Xxxxxxx Subsidiary to a wholly-owned SubsidiaryNon-Xxxxxxx Subsidiary or, solely with respect to Dispositions of the stock of a Non-Xxxxxxx Subsidiary of the Borrower, the Borrower; provided that if the transferor of such property is the Borrower or a Guarantor, the transferee thereof must either be a Guarantor or, subject to the Borrower limitation above, the Borrower; (d) Dispositions for fair market value permitted by Section 8.02 or a Guarantor8.04(a) or (b); (e) Dispositions permitted by Section 7.04; and[Intentionally Omitted]; (f) Other sales transfers for fair market value by Mid-State Homes or Mid-State Capital of assets any interest in an aggregate amount for any Annual Period not MSH Trust to exceed the Annual Basket Amount; provided that (i) third parties, or (ii) an MSH Trust in connection with a sale the issuance of assets in any Annual Period which reduces the amount available asset-backed securities permitted under the Annual Basket Amount Section 8.03(i); (g) Dispositions for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds of such sale in other useful assets of the Borrower or such Subsidiary within nine months of the date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available fair market value not otherwise permitted under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date8.05, provided that (i) at the time of such Disposition, no unused Default shall exist or would result from such Disposition and (ii) each such Disposition is either (A) a Disposition of Non-Core Subsidiaries so long as such Non-Core Subsidiary has not been the transferee of any material additional assets or operations (whether by transfer of assets or equity or by merger or consolidation with any other Person) since the Closing Date and any prepayment required by Section 2.06(d)(v) is made, (B) a Disposition of mining equipment, including longwall xxxxxxx, with an aggregate book value not in excess of $30,000,000, or (C) a Disposition of property that, when combined with all other Dispositions made in reliance on this clause (g)(ii)(C) during such fiscal year, has an aggregate book value of not in excess of $40,000,000; (h) Dispositions of all or any portion of the Annual Basket Amount for Equity Interests in New Holdco owned by the Borrower in a Permitted Securities Transaction conducted in compliance with Section 8.06(e) and/or 8.15(c) and with respect to which any Annual Period may be “carried over” mandatory prepayment of the Term Loan required by Section 2.06(d)(vi) has been made, provided that any such Disposition other than pursuant to a subsequent Annual Period; provided, however, that any Disposition pursuant to clauses (a) through (c) or clause (fRestricted Payment permitted by Section 8.06(e) shall be for fair market value; and (i) (i) the Disposition of any Homebuilding Assets to a QHT Interim Entity and (ii) any Qualified Homebuilding Transaction.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out propertyproperty or other property not necessary for the principal business operations disposed of in the ordinary course of business, whether now owned or hereafter acquired, ; (b) Dispositions of inventory and Cash Equivalents in the ordinary course of business; (b) Permitted Transfers; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Borrower Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is (i) a GuarantorLoan Party, the transferee thereof must be a Loan Party and (ii) a Restricted Subsidiary, the transferee thereof must either be the Borrower a Loan Party or a GuarantorRestricted Subsidiary; (e) Dispositions permitted by Section Sections 7.02 and 7.04; (f) Dispositions by the Company and its Restricted Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $30,000,000 in any fiscal year; (g) the sale, without recourse, other than for misrepresentation, by any such Restricted Subsidiary of the Company of accounts receivable having a value, net of all allowances and discounts, not to exceed during any fiscal year of the Company an aggregate Dollar value of $35,000,000 for all such sales, which receivables shall be payable by Persons who are not United States citizens or organized and existing under the laws of the United States or a state or territory thereof; and (fh) Other sales the sale or other disposition of such other assets in an aggregate amount for any Annual Period not to exceed an amount which is equal to 10% of Consolidated Total Assets (determined by reference to the Annual Basket Amount; provided that in connection with a sale of assets in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual PeriodCompany’s financial statements most recently delivered pursuant to Sections 6.01(a) or 6.01(b) or, if the Borrower or such Subsidiary re-invests the proceeds of such sale in other useful assets of the Borrower or such Subsidiary within nine months of prior to the date of the delivery of the first financial statements to be delivered pursuant to such sale and during such Annual PeriodSections, the aggregate amount most recent financial statements referred to in Sections 5.05(a) or 5.05(b)) in any fiscal year of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, Company (provided that no unused portion of the Annual Basket Amount for any Annual Period such sale or disposition may be “carried over” to a subsequent Annual Periodmade after the occurrence or during the continuance of any event or condition which would, or would with the giving of notice or the lapse of time or both, constitute an Event of Default); provided, however, that any Disposition pursuant to clauses subsections (a) through (cf) or clause and subsection (fh) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete obsolete, surplus or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted TransfersDispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary in the form of an Investment permitted pursuant to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a GuarantorSection 7.03; (e) Dispositions permitted by Section 7.04; and7.04 (other than Section 7.04(f)); (f) Other sales Dispositions consisting of assets exclusive licenses permitted under Section 7.01(n), provided, however, that such exclusive licenses shall consist of licenses granted in an aggregate amount for any Annual Period the ordinary course of the Borrower’s or other Loan Parties’ business; (g) Dispositions by the Borrower and its Subsidiaries not to exceed the Annual Basket Amountotherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the book value of any property Disposed of in connection with a sale reliance on this clause (f) shall not exceed $1,000,000, (iii) the aggregate book value of assets all property Disposed of in reliance on this clause (f) in any Annual Period which reduces fiscal year shall not exceed $2,000,000, (iv) such Disposition is for fair market value, and (v) not less than 50% of the amount available under the Annual Basket Amount purchase price for such Annual Period, if asset shall be paid to the Borrower or such Subsidiary rein cash; (h) so long as no Default shall occur and be continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f); (i) leases of real or personal property in the ordinary course of business and in accordance with the applicable Collateral Documents; and (j) a one-invests time Disposition of one line of business by the proceeds Borrower or any of its Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such sale Disposition, no Default shall exist or would result from such Disposition, (ii) the fair market value of any property Disposed of in reliance on this clause (j) shall not exceed $50,000,000, (iii) the board of directors (or other useful assets comparable governing body) of the Borrower or and any other Subsidiaries party to such Subsidiary within nine months Disposition shall have duly approved such Disposition, and (iv) not less than two thirds (2/3) of the date consideration for such line of such sale and during such Annual Period, business shall be paid to the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual PeriodBorrower or its Subsidiaries in cash; provided, however, that any Disposition Dispositions made pursuant to clauses this Section (a) through (c) or excluding Dispositions made pursuant to clause (fg)) of assets with a fair market value in excess of the Threshold Amount shall be for fair market value. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 7.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 7.05, such Collateral (unless sold to a Loan Party) shall be sold free and clear of the Liens created by the Collateral Documents, and, so long as the Borrower shall have provided the Administrative Agent such certifications or documents as Administrative Agent shall reasonably request in order to demonstrate compliance with this Section 7.05, the Administrative Agent shall take all actions they deem appropriate or that is reasonably requested by the Borrower in order to effect the foregoing.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out propertyproperty or other property not necessary for the principal business operations disposed of in the ordinary course of business, whether now owned or hereafter acquired, ; (b) Dispositions of inventory and Cash Equivalents in the ordinary course of business; (b) Permitted Transfers; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Borrower Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is (i) a GuarantorLoan Party, the transferee thereof must be a Loan Party and (ii) a Restricted Subsidiary, the transferee thereof must either be the Borrower a Loan Party or a GuarantorRestricted Subsidiary; (e) Dispositions permitted by Section Sections 7.02 and 7.04; (f) Dispositions by the Company and its Restricted Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal year; (g) the sale, without recourse, other than for misrepresentation, by any such Restricted Subsidiary of the Company of accounts receivable having a value, net of all allowances and discounts, not to exceed during any fiscal year of the Company an aggregate Dollar value of $70,000,000 for all such sales, which receivables shall be payable by Persons who are not United States citizens or organized and existing under the laws of the United States or a state or territory thereof; and (fh) Other sales the sale or other disposition of such other assets in an aggregate amount for any Annual Period not to exceed an amount which is equal to 10% of Consolidated Total Assets (determined by reference to the Annual Basket Amount; provided that in connection with a sale of assets in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual PeriodCompany’s financial statements most recently delivered pursuant to Sections 6.01(a) or 6.01(b) or, if the Borrower or such Subsidiary re-invests the proceeds of such sale in other useful assets of the Borrower or such Subsidiary within nine months of prior to the date of the delivery of the first financial statements to be delivered pursuant to such sale and during such Annual PeriodSections, the aggregate amount most recent financial statements referred to in Sections 5.05(a) or 5.05(b)) in any fiscal year of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, Company (provided that no unused portion of the Annual Basket Amount for any Annual Period such sale or disposition may be “carried over” to a subsequent Annual Periodmade after the occurrence or during the continuance of any event or condition which would, or would with the giving of notice or the lapse of time or both, constitute an Event of Default); provided, however, that any Disposition pursuant to clauses subsections (a) through (cf) or clause and subsection (fh) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Permitted Dispositions; (b) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted Transfers; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property permitted by any Subsidiary to the Borrower (i) Section 7.04 or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor(ii) Section 7.13; (e) Dispositions of Equity Interests in, or assets of, Excluded Subsidiaries so long as (i) such Disposition does not result in a Borrowing Base Deficiency and in the event that such Disposition represents more than 5% of the aggregate amount of Borrowing Base as set forth on the most recent Borrowing Base Certificate, at least five (5) Business Days prior to the effectiveness of such Disposition, the Borrower provides the Administrative Agent a pro forma Borrowing Base Certificate giving effect to such Disposition, (ii) the consideration received for any Disposition to a third party of (x) any Equity Interests in an Excluded Subsidiary or (y) all or substantially all of the assets of an Excluded Subsidiary, in each case, consists of cash or Cash Equivalents, and (iii) the net proceeds of any consideration described in clause (ii) (after deduction of reasonable fees and expenses), if any, are distributed directly to the Borrower; (f) other Dispositions so long as (i) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the transaction and shall be in an amount not less than the fair market value of the property disposed of, (ii) such transaction does not involve the Disposition of Equity Interests in any Subsidiary, (iii) such transaction does not involve a Disposition of receivables other than receivables owned by or attributable to other property concurrently being disposed of in a transaction otherwise permitted under this Section, and (iv) the aggregate net book value of all of the assets sold or otherwise disposed of by Section 7.04the Loan Parties and their Subsidiaries in all such transactions in any fiscal year of the Borrower shall not exceed [***]; (g) Disposition of Equity Interests in, or assets of, an Excluded Subsidiary as a result of a foreclosure of a Permitted Lien in connection with a Permitted Asset Financing Transaction so long as such foreclosure does not result in a Borrowing Base Deficiency; (h) Dispositions made in the ordinary course of business in accordance with the applicable Permitted Asset Financing Transaction Documents; (i) the unwinding of Swap Contracts of any Excluded Subsidiary or any Swap Contract otherwise permitted hereunder or any Permitted Call Spread Transaction permitted hereunder; and (fj) Other sales Dispositions of assets Indebtedness of an Excluded Subsidiary. [***] = Certain information contained in an aggregate amount for any Annual Period this document, marked by brackets, has been omitted because it is both not to exceed the Annual Basket Amount; provided that in connection with a sale of assets in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual Period, material and would be competitively harmful if the Borrower or such Subsidiary re-invests the proceeds of such sale in other useful assets of the Borrower or such Subsidiary within nine months of the date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period; provided, however, that any Disposition pursuant to clauses (a) through (c) or clause (f) shall be for fair market valuepublicly disclosed.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted TransfersDispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by the Borrower to any Guarantor or by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor; (e) Dispositions permitted by Section 7.04; (f) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years; (g) the sale of assets pursuant to the Sale-Leaseback Transaction; (h) sales or Dispositions of assets under the Xxxx and Xxxxxx Agreement, so long as the aggregate book value of assets subject to the terms of the Xxxx and Xxxxxx Agreement does not exceed $90,000,000 at any time; and (fi) Other sales of assets in an aggregate amount for any Annual Period Dispositions by the Borrower and its Subsidiaries not to exceed the Annual Basket Amountotherwise permitted under this Section 7.05; provided that in connection with a sale of assets in any Annual Period which reduces (i) at the amount available under the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds time of such sale Disposition, no Default shall exist or would result from such Disposition and (ii) the aggregate book value of all property Disposed of in other useful reliance on this clause (i) shall not exceed 10% of the consolidated assets of the Borrower or such Subsidiary within nine months of the date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amountits Subsidiaries. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period; provided, however, that any Disposition pursuant to clauses (a) through (c) or clause (fi) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted TransfersDispositions of inventory (including cemetery plots) in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement propertyassets useful in the business of the Borrower or a Subsidiary; (d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-wholly owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor; (e) Dispositions permitted by Section 7.04; and; (f) Other sales the Dispositions of assets in an aggregate amount for any Annual Period Discontinued Assets; (g) Dispositions by the Borrower and its Subsidiaries not to exceed the Annual Basket Amountotherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in connection with a sale reliance on this clause (g) shall not exceed $35,000,000 in the aggregate (excluding Dispositions of assets in any Annual Period which reduces Discontinued Assets) and (iii) at least 75% of the amount available under the Annual Basket Amount purchase price for such Annual Period, if asset shall be paid to the Borrower or such Subsidiary resolely in cash or Cash Equivalents; (h) the sale of accounts receivable by the Borrower or any of its Subsidiaries in connection with the securitization thereof, which sale is non-invests recourse to the proceeds extent customary in securitizations and in an aggregate amount not to exceed $45,000,000; (i) Dispositions of such sale in other useful assets the Michigan Cemetery Notes; and (j) Dispositions (or a series of related Dispositions) for which Net Cash Proceeds received by the Borrower or such Subsidiary within nine months of the date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean are less than $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period50,000; provided, however, that any Disposition pursuant to clauses (aSection 7.05(a) through (c) or clause (fSection 7.05(j) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted TransfersDispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary other Loan Party to the Borrower Company or to another Loan Party that is a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower Company or a Subsidiary Guarantor; (e) Dispositions permitted by Section 7.04; (f) Dispositions by the Company and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $30,000,000 from and after the Third Amendment Effective Date; (g) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years; (h) so long as no Default has occurred or would result therefrom, (i) Dispositions of property owned by Adhesion or any of its Subsidiaries to the extent such property is no longer useful in the operations of the Company (after giving effect to the Adhesion Acquisition); provided that the aggregate book value of all property so Disposed of shall not exceed $10,000,000 and (ii) Disposition of the Excluded Kansas City Property; and (fi) Other sales of assets in an aggregate amount for any Annual Period Dispositions by the Company and the other Loan Parties not to exceed the Annual Basket Amountotherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition and (ii) the aggregate book value of all property Disposed of in connection with a sale of assets reliance on this clause (i) in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds of such sale in other useful assets of the Borrower or such Subsidiary within nine months of the date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested fiscal year shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean not exceed $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period5,000,000; provided, however, that any Disposition pursuant to clauses (a) through (c) or clause (fi) shall be for fair market value.

Dispositions. Make The Borrower shall not, and shall not permit any Disposition Subsidiary to, sell, assign, lease, transfer or enter into otherwise dispose of any agreement to make any Dispositionproperty or assets, except: (a) Dispositions (i) sales of obsolete or worn out property, whether now owned or hereafter acquired, inventory in the ordinary course of business and sales of Unconsolidated Investments, (ii) sales, assignments, transfers or other dispositions of any property or assets that, in the reasonable opinion of the Borrower or such Subsidiary, as the case may be, are obsolete or no longer useful in the conduct of its business, and (iii) Cash Equivalents; (b) Permitted Transferssales of Margin Stock, if and to the extent that the value of the Margin Stock of the Borrower and the Subsidiaries exceeds 25% of the value of the assets (as determined by any reasonable method) of the Borrower and the Subsidiaries; (c) Dispositions sales, assignments, leases, transfers or other dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement any property or (ii) assets by the proceeds of such Disposition are reasonably promptly applied Borrower to the purchase price of such replacement property; (d) Dispositions of property any Subsidiary and by any Subsidiary to the Borrower or to a wholly-owned any other such Subsidiary; , provided that if the transferor of immediately after giving effect to any such property transaction between a Loan Party and a Subsidiary which is not a Subsidiary Guarantor, the transferee thereof must either Available Intercompany Investment Amount shall not be less than $1.00; (d) sales, assignments, leases, transfers or other dispositions (each a "Disposition ") not otherwise described in this Section 8.6, provided that (i) immediately before and after giving effect to each such Disposition, no Default shall or would exist, (ii) 75% of the total consideration received or to be received therefor by the Borrower or the Subsidiaries shall be payable in cash or Cash Equivalents on or before the closing thereof and shall not be less than the fair market value thereof as reasonably determined by the Managing Person of the Borrower or such Subsidiary, (iii) the Administrative Agent and the Lenders shall have received (A) written notice thereof not less than ten Business Days prior to each such Disposition, and (B) a Guarantor; (e) Dispositions permitted certificate in respect thereof signed by Section 7.04; and (f) Other sales a duly authorized officer of assets in an aggregate amount for any Annual Period not the Borrower identifying the property or other asset subject to exceed such Disposition, and certifying that the Annual Basket Amount; provided that in connection with a sale of assets in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual Period, if consideration received or to be received by the Borrower or such Subsidiary re-invests for such property has been determined by the proceeds Managing Person thereof to be not less than the fair market value of such sale property and (z) the total consideration to be paid in other useful assets of the Borrower or such Subsidiary within nine months of the date respect of such sale and during such Annual PeriodDisposition, together with estimates of items to be deducted therefrom in arriving at the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period; provided, however, that any Disposition pursuant to clauses (a) through (c) or clause (f) shall be for fair market valueNet Cash Proceeds thereof.

Dispositions. Make The Borrower will not, nor will it permit any Disposition of its Subsidiaries to, without the prior written consent of the Required Lenders, convey, sell, lease, transfer or enter into any agreement to make any Dispositionotherwise dispose of, in one transaction or a series of transactions, all or a substantial part of its business or property, whether now owned or hereafter acquired including receivables and leasehold interests, except: (a) Dispositions the Disposition of obsolete any inventory or worn out property, whether now owned or hereafter acquired, other property in the ordinary course of businessbusiness and on ordinary business terms; (b) Permitted Transfersthe Disposition of obsolete or worn-out property, tools or equipment no longer used or useful in its business so long as the amount thereof sold in any single fiscal year by the Borrower and its Subsidiaries shall not have a fair market value in excess of $25,000,000; (c) Dispositions the Borrower or any of equipment its Subsidiaries may dispose of assets (including by way of an exchange for assets of equal or real greater value, as determined in good faith by the Board of Directors of the Borrower or such Subsidiary), including assets relating to any Owned Station that is a television broadcasting station or a radio broadcasting station (or the Capital Stock of the Subsidiary of the Borrower that owns such assets if such Subsidiary does not own property related to the extent that any other Owned Station not included in such Disposition), provided that: (i) both immediately prior to such property is exchanged for credit against the purchase price of similar replacement property or Disposition and, after giving effect thereto, no Default shall have occurred and be continuing; (ii) such Disposition is a sale to any Person for cash or in exchange for assets, in each case., in an amount not less than the proceeds fair market value of the assets being disposed of; (iii) in the case of the Disposition (including an exchange) of assets relating to any Owned Station that is a television broadcasting station or a radio broadcasting station (or the Capital Stock of the Subsidiary of the Borrower that owns such assets if such Subsidiary does not own property related to any other Owned Station not included in such Disposition) and which are owned as of the Sixth Restatement Effective Date: (A) the EBITDA Percentage attributable to such assets together with the EBITDA Percentage attributable to all other such assets sold or exchanged pursuant to this clause (iii) during any twelve month period since the Sixth Restatement Effective Date (but excluding the EBITDA Percentage attributable to any assets sold or exchanged (1) as required by any Governmental Authority, including, without limitation, required sales or exchanges in connection with the Cox Acquisition, the Barrington Acquisition, the Xxxxxxxxxx Acquisition and, the New Age Acquisition and the KVMY Disposition and (2) in an aggregate amount not to exceed $250,000,000 in connection with the FCC Spectrum Auction) shall not exceed 30%; provided, that in the case of the exchange of such assets pursuant to this clause (iii), the EBITDA Percentage attributable to such assets shall be determined on the basis of the net reduction in the EBITDA Percentage resulting from such exchange; (B) the EBITDA Percentage attributable to all other such assets sold or exchanged pursuant to this clause (iii) since the Sixth Restatement Effective Date (but excluding the EBITDA Percentage attributable to any assets sold or exchanged (1) as required by any Governmental Authority, including, without limitation, required sales or exchanges in connection with the Cox Acquisition, the Barrington Acquisition, the Xxxxxxxxxx Acquisition and, the New Age Acquisition and the KVMY Disposition and (2) in an aggregate amount not to exceed $250,000,000 in connection with the FCC Spectrum Auction) shall not exceed 50%; provided, that in the case of the exchange of such assets pursuant to this clause (iii), the EBITDA Percentage attributable to such assets shall be determined on the basis of the net reduction in the EBITDA Percentage resulting from such exchange; (C) in the case of any such exchange of assets, the acquisition of such assets of such Person pursuant to such exchange shall comply with the provisions of Section 7.04(e); and (D) the Borrower shall have furnished to the Lenders, not later than the date falling five Business Days (or such shorter period as the Administrative Agent may agree) prior to the date of such Disposition are reasonably promptly applied a certificate in form and detail satisfactory to the purchase price of Administrative Agent stating (and setting forth calculations in reasonable detail demonstrating) the EBITDA Percentage attributable to such replacement property;Disposition and all other such assets so sold or exchanged for the relevant periods under clauses (A) and (B) above; and (iv) the Borrower shall have furnished to the Lenders such other information or documents relating to such Disposition as the Administrative Agent or any Lender or Lenders (through the Administrative Agent) shall have reasonably requested; and (d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; any of its Subsidiaries may dispose of additional property for fair market value, provided that if the transferor aggregate fair market value of such additional property is a Guarantor, the transferee thereof must either be disposed of by the Borrower or a Guarantorand its Subsidiaries in any fiscal year shall not exceed $50,000,000; (e) the Borrower and its Subsidiaries may transfer Receivables in connection with any Receivables Financing permitted under Section 7.01(f); (f) any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its property to the Borrower or a Wholly Owned Subsidiary of the Borrower (other than a License Subsidiary); provided that if any such sale is by a Subsidiary Guarantor to another Subsidiary which is not a Subsidiary Guarantor, then such Subsidiary shall have become a “Subsidiary Guarantor” hereunder and assumed all of the obligations of such Subsidiary Guarantor hereunder and under the other Loan Documents; (g) the Notes Transfer; (h) any Restricted Payment permitted under Section 7.08; (i) Dispositions permitted by Section 7.04identified on Schedule 7.05; and (fj) Other sales of assets in an aggregate amount for any Annual Period not to exceed the Annual Basket Amount; provided that in connection with a sale of assets in any Annual Period which reduces the amount available Sale and Leaseback Transaction permitted under the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds of such sale in other useful assets of the Borrower or such Subsidiary within nine months of the date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f7.01(i), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period; provided, however, that any Disposition pursuant to clauses (a) through (c) or clause (f) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) (i) Dispositions of obsolete or worn out propertybetween and among Credit Parties, whether now owned or hereafter acquired(ii) Dispositions between and among Restricted Subsidiaries that are not Credit Parties and (iii) Dispositions between Credit Parties, on the one hand, and Restricted Subsidiaries that are not Credit Parties, on the other hand, provided that in the ordinary course case of businessany disposition by a Credit Party to a Restricted Subsidiary that is not a Credit Party, such Disposition shall be an Investment permitted by Section 8.02; (b) Permitted TransfersDispositions by the Borrower or any Restricted Subsidiary; provided that (i) at the time of such Disposition, no Event of Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (b) in any fiscal year shall not exceed an amount equal to ten percent (10%) of Total Assets of the Borrower and its Restricted Subsidiaries as of the last day of the immediately preceding fiscal year, and (iii) with respect to any Disposition for a purchase price in excess of $5,000,000, the consideration for any such Disposition shall be at least 75% cash or Cash Equivalents; provided, however, that for the purposes of this clause (iii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that (i) are assumed by the transferee with respect to the applicable Disposition or (ii) are otherwise cancelled or terminated in connection with the transaction with such transferee (other than intercompany debt owed to the Borrower or its Restricted Subsidiaries) and, in each case, for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities, notes or other obligations or assets received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed the greater of (x) $14,000,000 and (y) 1.25% of Total Assets (net of any non-cash consideration converted into cash and Cash Equivalents) and (ii) such Disposition shall be for at least the fair market value (as determined by the Borrower in good faith) of the assets or property subject to such Disposition; (c) Dispositions consisting of equipment the licensing or real sublicensing of intellectual property and licenses, leases or subleases of other property, in each case in the ordinary course of business or Dispositions of intellectual property, in the Borrower’s reasonable business judgment, that are not material to the extent that (i) such property is exchanged for credit against business of the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement propertyBorrower and its Restricted Subsidiaries, taken as a whole; (d) Dispositions of property permitted by any Subsidiary to the Borrower or to Section 8.04, that constitute a wholly-owned Subsidiary; provided Lien permitted by Section 8.01, that if the transferor of such property is constitute an Investment permitted by Section 8.02 and that constitute a Guarantor, the transferee thereof must either be the Borrower or a GuarantorRestricted Payment permitted by Section 8.06; (e) Dispositions to the extent allowable under Section 1031 of the Code (or comparable or successor provision), any exchange of like property (excluding any boot thereon permitted by Section 7.04such provision); (f) any swap of assets in exchange for services or other assets in the ordinary course of business of comparable or greater value or usefulness to the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Borrower; (g) any sale of Capital Stock in, or Indebtedness or other securities of, an Unrestricted Subsidiary; (h) Dispositions of Investments (including equity interests) in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (i) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights; (j) Dispositions of non-core assets acquired in any Acquisition consummated after the Closing Date; provided that the aggregate value of any property Disposed of after any Acquisition shall not exceed 20% of the aggregate consideration for such Acquisition; (k) Dispositions by any Credit Party to any wholly-owned Restricted Subsidiary of the type described in clauses (d), (h) and (i) of the definition of “Excluded Subsidiary” to the extent consisting of contributions or other Dispositions of Capital Stock in other Subsidiaries of the type described in clauses (d), (h) or (i) of the definition of “Excluded Subsidiary” to such wholly-owned Restricted Subsidiary; and (fl) Other sales Dispositions of assets in an aggregate amount for Receivables and Receivables Related Rights pursuant to a Permitted Receivables Transaction. To the extent any Annual Period not Collateral is Disposed of as expressly permitted by this Section 8.05 to exceed the Annual Basket Amount; provided that in connection with a sale of assets in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual Period, if Person other than the Borrower or a Credit Party, such Subsidiary re-invests the proceeds of such sale in other useful assets Collateral shall be sold free and clear of the Borrower or such Subsidiary within nine months of Liens created by the date of such sale Credit Documents, and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period; provided, however, that any Disposition pursuant to clauses (a) through (c) or clause (f) Administrative Agent shall be for fair market valueauthorized to take any actions deemed appropriate in order to effect the foregoing.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted TransfersDispositions of Inventory in the ordinary course of business; (c) Dispositions of equipment or real property to Cash and Cash Equivalents in the extent that (i) such property is exchanged for credit against the purchase price ordinary course of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement propertybusiness; (d) Dispositions of property by assets (including the Capital Stock of any Subsidiary Subsidiary) in which the Net Cash Proceeds thereof are used within 180 days of such Disposition to purchase assets useful in the business of the Borrower or to a wholly-owned Subsidiary; and its Subsidiaries, provided that if the transferor aggregate amount of such property is a Guarantor, the transferee thereof must either be the Borrower or a GuarantorNet Cash Proceeds outstanding and pending reinvestment pursuant to this clause (d) shall not exceed $1,500,000 at any time; (e) Dispositions (i) between the Borrower and the Guarantors and among the Guarantors and (ii) from any Subsidiary that is not a Guarantor to the Borrower or any Subsidiary; (f) Dispositions permitted by Section 7.04; (g) Dispositions not otherwise permitted in subsections (a) through (f) above during any fiscal year, the aggregate Net Cash Proceeds or fair market value of which do not exceed $1,000,000; provided that without limiting the foregoing, the Borrower or any of its Subsidiaries may make Dispositions of Assets during the term of this Agreement consisting of business units that, in the reasonable business judgment of the Borrower, are no longer income-producing, the aggregate Net Cash Proceeds of which do not exceed $10,000,000 or, if such Net Cash Proceeds exceed $10,000,000, such excess is applied as provided in clauses (d) or (j) of this Section 7.05; (h) the sale or discount without recourse of accounts receivable or notes receivable or the conversion or exchange of accounts receivable into or for notes receivable, in each case in connection with the compromise or collection thereof, provided that, in the case of any Foreign Subsidiary of the Borrower, any such sale or discount may be with recourse if such sale or discount is consistent with customary practice in such Foreign Subsidiary's country of business; (i) the abandonment, sale or other disposition of patents, trademarks or other intellectual property that are, in the reasonable judgment of the Borrower, no longer economically practicable to maintain or useful in the conduct of the business of the Borrower and its Subsidiaries taken as a whole; and (fj) Other sales Dispositions of assets (including Capital Stock of a Subsidiary) not otherwise permitted in an aggregate amount for any Annual Period not to exceed the Annual Basket Amount; provided that in connection with a sale of assets in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds of such sale in other useful assets of the Borrower or such Subsidiary within nine months of the date of such sale and during such Annual Periodsubsections (a) through (i) above, the aggregate amount Net Cash Proceeds of such proceeds which (less any reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this amount) are applied in accordance with Section 7.05(f2.06(d), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period; provided, however, that any Disposition pursuant to clauses (a) through (cj) or clause (fother than (e)) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of (i) obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of businessbusiness or (ii) property which the Borrower in good faith determines is no longer used or useful in the conduct of the business of the Borrower and its Subsidiaries; (b) Permitted TransfersDispositions of inventory and immaterial assets in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly are, within 365 days after such Disposition, applied to the purchase price of such replacement property; (d) Dispositions of property by (x) the Borrower to any Guarantor and (y) any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that for Dispositions described in clause (y) above, if the transferor of such property is a Guarantor, (i) the transferee thereof must either be the Borrower or a GuarantorGuarantor and (ii) to the extent such transaction constitutes an Investment, such transaction is permitted under Section 7.03; (e) (i) Dispositions permitted by Section 7.047.04 and (ii) the grant of any Lien permitted by Section 7.01; (f) (i) Dispositions of cash or Cash Equivalents and (ii) Dispositions of accounts receivable in connection with the collection or compromise thereof; (g) Non-exclusive licenses of IP Rights in the ordinary course of business; (h) concurrently with the acquisition of any fixed or capital assets, the sale and leaseback thereof so long as such lease is an operating lease and such acquisition, sale and leaseback transaction was entered into in order to obtain favorable governmental pricing of such assets; and (fi) Other sales of assets in an aggregate amount for any Annual Period Dispositions by the Borrower and its Subsidiaries not to exceed the Annual Basket Amountotherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate fair market value of all property Disposed of in connection with a sale reliance on this clause (i) during the term of assets this Agreement shall not exceed 15% of the Consolidated Total Assets of the Borrower in any Annual Period which reduces one fiscal year and 20% of the amount available under Consolidated Total Assets of the Annual Basket Amount Borrower in the aggregate since the Restatement Closing Date (in each case, determined as of the date of the most recently delivered financial statements pursuant to Section 6.01 or, prior to the first delivery of such financial statements, the Audited Financial Statements) and (iii) the price for such Annual Period, if asset shall be paid to the Borrower or such Subsidiary re-invests for at least 75% cash consideration; (j) any Disposition in connection with the proceeds Reorganization Transactions; and (k) any Disposition of such sale in other useful assets of the Borrower accounts, payments, receivables, rights to future lease payments or such Subsidiary within nine months of the date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” residuals or similar rights to payment to a subsequent Annual Period; Securitization Subsidiary in connection with any Qualified Securitization Transaction. provided, however, that any (x) Disposition pursuant to clauses (aSection 7.05(a)(ii), Section 7.05(b) through Section 7.05(f) (cother than Section 7.05(d) or clause (fand Section 7.05(e)(ii)) and Section 7.05(k) shall be for fair market value, (y) any Disposition of Equity Interests in a Subsidiary pursuant to Section 7.05(i) resulting in a Joint Venture shall only be permitted to the extent that the fair market value of the remaining Equity Interests in such Joint Venture is an Investment permitted under Section 7.03(g), and (z) any Disposition of assets to another Person pursuant to Section 7.05(i) the consideration for which are Equity Interests or other interests of another Person resulting in a Joint Venture, shall only be permitted to the extent the fair market value of such assets would constitute an Investment permitted under Section 7.03(g); provided, further, that no assets shall be Disposed of under Section 7.05(i) in connection with an asset securitization transaction (including any Securitization Transaction).

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted TransfersDispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property equipment is exchanged for credit against the purchase price of similar replacement property equipment or (ii) the proceeds of such Disposition are reasonably promptly applied (x) paid solely in cash, (y) reinvested in replacement equipment within 30 days of receipt and (z) if the equipment subject to such Disposition was Collateral, such replacement equipment is or becomes Collateral subject to a perfected Lien in favor of the purchase price Administrative Agent for the benefit of the Secured Parties substantially contemporaneously with the consummation of such replacement propertyreplacement; (d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor; (e) Dispositions permitted by Section 7.04; and; (f) Other sales of assets in an aggregate amount for any Annual Period Dispositions by the Borrower and its Subsidiaries not to exceed the Annual Basket Amountotherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in connection with a sale of assets reliance on this clause (f) in any Annual Period which reduces fiscal year shall not exceed $5,000,000 and (iii) the amount available under the Annual Basket Amount purchase price for such Annual Period, if asset shall be paid to the Borrower or such Subsidiary resolely in cash; (g) sales or non-invests exclusive grants of licenses or sublicenses to use the proceeds patents, trade secrets, know-how and other intellectual property, and licenses, leases or subleases of such sale in other useful assets assets, of the Borrower or such any wholly-owned Subsidiary within nine months to the extent not materially interfering with the business of the date of such sale Borrower or any Subsidiary; (h) so long as no Default shall occur and during such Annual Periodbe continuing, the aggregate amount grant of such proceeds reinvested shall increase the outstanding amount available any option or other right to purchase any asset in a transaction that would be permitted under the Annual Basket Amount. For purposes provisions of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, ; (i) [reserved]; and (j) Dispositions to a Permitted JV provided that no unused portion (i) Consolidated EBITDA for the most recent Measurement Period for which financial statements of the Annual Basket Amount for any Annual Borrower are available is not less than $225,000,000, (ii) the pro forma Consolidated Fixed Charge Coverage Ratio as of the end of such Measurement Period may be “carried over” is at least 1.5 to a subsequent Annual Period; 1.0, (iii) the aggregate net book value of the assets that are the subject of such Dispositions do not exceed $10,000,000 and (iv) at the time of such Disposition, no Default shall exist or would result therefrom. provided, however, that any Disposition pursuant to clauses (aSection 7.05(a) through Section 7.05(f) (c) or clause (fother than Dispositions to a Loan Party) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business, and Dispositions of property deemed to be no longer useful in the conduct of the business of the Borrower or any of its Subsidiaries in the ordinary course of business and as determined in the Borrower’s commercially reasonable judgment; (b) Permitted TransfersDispositions of inventory and allowing any registrations or any applications for registration of any intellectual property to lapse or go abandoned, in each case, in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such any property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor and (ii) any property of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantorwholly-owned Subsidiary to a Subsidiary or Special Entity, provided that, if there exists any Event of Default at the time of any such Disposition or as a result of giving effect to any such Disposition, such Disposition under subsection (ii) hereof must be sales of property on fair and reasonable terms, in the ordinary course of business and consistent with past practices; (d) to the extent such transactions constitute Dispositions, the transactions expressly permitted by Sections 7.02(e), 7.04(a), (b), (c) and (d) and 7.06; (e) in addition to Dispositions permitted by subsections (a), (b), (c) and (d) preceding, so long as (i) no Default exists at the time the contractual obligation to make such Dispositions is entered into by the Borrower or its Subsidiaries, (ii) the Borrower is in pro-forma compliance with each of the covenants in Section 7.047.10 after giving effect to any such proposed Disposition, (iii) in each case such Disposition shall be for aggregate fair value (which shall be the price at which the Board of Directors of the relevant Person shall have agreed to sell such assets in an arm’s length transaction to an independent third party buyer which is not an Affiliate) and (iv) such Disposition (or series of Dispositions) shall not be of all or substantially all of the assets of the Borrower, the Borrower and its Subsidiaries may make any Disposition; (f) in addition to Dispositions permitted by subsections (a), (b), (c), (d) and (e) preceding, so long as (i) no Event of Default under Section 8.01(a) exists before and immediately after giving effect to any such Dispositions, (ii) the Outstanding Amounts of all Committed Loans, Swing Line Loans and Unreimbursed Amounts (including all L/C Borrowings) on any date of any Disposition are not more than zero, (iii) such Disposition is for fair value (which shall be the price at which the Board of Directors of the relevant Person shall have agreed to sell such assets in an arm’s length transaction to an independent third party buyer which is not an Affiliate) and (iv) the aggregate amount available to be drawn under all outstanding Letters of Credit has been Cash Collateralized, the Borrower and its Subsidiaries may make any Disposition (except Dispositions of all or substantially all of the assets of the Borrower); (g) in addition to Dispositions permitted by subsections (a), (b), (c), (d), (e) and (f) preceding, so long as (i) 100% of the Net Proceeds of each such Disposition are used by the Borrower immediately upon receipt thereof to (A) prepay the Outstanding Amounts of all Committed Loans, Swing Line Loans and Unreimbursed Amounts (including all L/C Borrowings) and (B) to the extent there remain any Net Proceeds after all Outstanding Amounts referenced in subsection (A) above have been reduced to zero, to Cash Collateralize the aggregate amount available to be drawn under all outstanding Letters of Credit until all outstanding Letters of Credit have been fully Cash Collateralized, (ii) such Disposition is for fair value (which shall be the price at which the Board of Directors of the relevant Person shall have agreed to sell such assets in an arm’s length transaction to an independent third party buyer which is not an Affiliate) and (iii) the Aggregate Commitments are concurrently, automatically and permanently reduced by the full amount of the Net Proceeds (and the Borrower delivers a written acknowledgement to the Administrative Agent of a concurrent automatic permanent reduction of the Aggregate Commitments in the amount of the Net Proceeds (regardless of whether there exist at any such time any Outstanding Amounts or any outstanding Letters of Credit)), the Borrower and its Subsidiaries may make any Disposition (except Dispositions of all or substantially all of the assets of the Borrower); and (h) in addition to Dispositions permitted by subsections (a), (b), (c), (d), (e), (f) Other sales and (g) preceding, Dispositions consisting of assets in an aggregate amount for any Annual Period not to exceed the Annual Basket Amount; provided that in connection with a sale of assets in any Annual Period which reduces the amount available under the Annual Basket Amount Cash Equivalents for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds of such sale in other useful assets of the Borrower or such Subsidiary within nine months of the date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amountcash. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period; CREDIT AGREEMENT — Page 77 provided, however, that any Disposition pursuant to clauses in each case of subsections (a) through (cg) above and notwithstanding anything in this Section 7.05 or clause otherwise herein or in any Loan Documents, (fi) each such Disposition shall be be, in Borrower’s commercially reasonable judgment, for fair market valuevalue and (ii) the Borrower shall not, nor shall any Subsidiary, Dispose of, transfer or sell any Equity Interests in United States Cellular Corporation if such sale, Disposition or transfer could result in the Borrower either (A) controlling less than 50.1% of the voting interests of United States Cellular Corporation, or (B) not being required by GAAP to include United States Cellular Corporation in its consolidated financials.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out propertyproperty or property no longer used or useful in the business of the Borrower and its Subsidiaries, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted TransfersDispositions of inventory and cash and Cash Equivalents in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that by (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned another Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor or (ii) the Borrower to any Guarantor; (d) Dispositions permitted by Section 8.04; (e) licenses of IP Rights in the ordinary course of business, substantially consistent with past practices and on commercially reasonable terms; (f) the sale of Securitization Assets to one or more Securitization Subsidiaries in connection with a Permitted Securitization; (g) Investments pursuant to Section 8.02; (h) Dispositions in connection with the IntraLase IP Transaction; (i) so long as no Default shall have occurred and be continuing, Dispositions not otherwise permitted by this Section 7.048.05 so long as after giving effect to such Disposition, the book value for all property Disposed of in reliance on this clause (i) does not exceed $50,000,000 in any fiscal year or $100,000,000 in the aggregate for all such Dispositions; (j) any Subsidiary (other than a Domestic Subsidiary) may make limited recourse sales of accounts receivable in connection with the securitization thereof, which sales are non-recourse to the extent customary in securitizations; and (fk) Other sales Dispositions at a discount of assets accounts receivable of Foreign Subsidiaries for cash consideration or consideration in an aggregate amount for any Annual Period the form of promissory notes; provided, that the value of the accounts receivable sold pursuant to this clause (k) shall not to exceed the Annual Basket Amount; provided that in connection with a sale of assets $15,000,000 in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds of such sale in other useful assets of the Borrower or such Subsidiary within nine months of the date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period; Fiscal Year provided, however, that any Disposition pursuant to clauses (ai) through and (c) or clause (fj) shall be for fair market value; provided further that in the case of Dispositions of assets pursuant to clauses (f), (i) and (j), the Borrower shall apply the Net Cash Proceeds from such sale to the prepayment of the Term Loans in accordance with the terms of Section 2.06, subject in the case of clauses (i) and (j) to the reinvestment provisions contained in such Section 2.06.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, exceptother than: (a) Dispositions sales of inventory and other assets in the ordinary course of business of the Loan Parties and their Subsidiaries (including on an intercompany basis); (b) any sale, transfer or other disposition of Property by any Loan Party to any other Loan Party so long as no Loan Party would fail to be Solvent after giving effect to such sale, transfer or other disposition; (c) so long as no Event of Default exists or would result therefrom, (i) sell, transfer or otherwise dispose of equipment for fair market value and (ii) sell or trade-in equipment in connection with the acquisition of replacement equipment; (d) the sale, transfer or other disposition of obsolete or worn out propertytangible Property which is no longer used or useful, whether now owned or hereafter acquiredeconomically practicable to maintain, in the conduct of business of the Loan Parties and their Subsidiaries; (e) any Involuntary Disposition by any Loan Party or any Subsidiary; (f) leases, subleases, non-exclusive licenses or non-exclusive sublicenses (including IP Rights), in each case, in the ordinary course of businessbusiness that do not interfere in any material respect with the business of the Loan Parties and their Subsidiaries, taken as a whole; (bg) Permitted Transfersthe sale, transfer or other disposition of accounts receivable constituting bad debts in connection with the compromise, settlement or collection thereof in the ordinary course of business (and not as part of a bulk sale or receivables financing); (ch) other Dispositions by the Loan Parties and their Subsidiaries the proceeds (valued at the principal amount in the case of non-cash proceeds consisting of notes or other evidences of Indebtedness and valued at fair market value in the case of all other non-cash proceeds) of which do not exceed 10% of Consolidated Total Assets in the aggregate in any Fiscal Year; provided that (i) no such Disposition involves (A) the sale or other disposition of a minority equity interest in the Borrower or any other Loan Party (other than Intermediate Holdings to the extent permitted hereunder) or (B) the sale or other disposition of receivables other than receivables owned by or attributable to other property concurrently being disposed of in a transaction otherwise permitted under this Section 8.5, (ii) no less than seventy-five percent (75%) of the proceeds of such Disposition consist of cash or Cash Equivalents received contemporaneously with the consummation of such Disposition, (iii) the proceeds received in consideration for such Disposition shall not be less than the fair market value of the Property disposed of, (iv) the Net Cash Proceeds of any such Disposition are applied in the manner specified in Section 2.11(c)(ii) hereof and (v) both immediately before and after giving effect to any such Disposition, no Event of Default exists or would result therefrom; (i) other Dispositions by the Loan Parties and their Subsidiaries the proceeds (valued at the principal amount in the case of non-cash proceeds consisting of notes or other evidences of Indebtedness and valued at fair market value in the case of all other non-cash proceeds) of which do not exceed the greater of (i) $20,000,000 and (ii) 3% of LTM Consolidated EBITDA in the aggregate in any Fiscal Year; (j) the Disposition of Securitization Related Property by the Loan Parties and their Subsidiaries pursuant to any Permitted Securitization Transaction; (k) Liens permitted by Section 8.2, Investments permitted by Section 8.3, transactions permitted by Section 8.4 (other than by reference to this Section 8.5) and Restricted Payments permitted by Section 8.6, in each case to the extent constituting Dispositions; (l) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar or replacement property property, or other assets of comparable or greater value or usefulness to the business or (ii) an amount equal to the net proceeds of such Disposition Dispositions are reasonably promptly applied to the purchase price of such replacement property; (dm) Dispositions of property by any Subsidiary cash and/or Cash Equivalents and/or other assets that were Cash Equivalents when the relevant original Investment was made; (n) the sale of Capital Stock in joint ventures to the Borrower extent required by or made pursuant to, customary buy/sell arrangements entered into in the ordinary course of business between the joint venture parties and sent forth in joint venture agreements; (o) Dispositions of any assets (including Capital Stock) (A) acquired in connection with any Permitted Acquisition or other Investment permitted hereunder, which assets are not core or principal to a wholly-owned Subsidiarythe business of the Loan Parties and their Subsidiaries; provided that if the transferor fair market value of such property is assets does not exceed twenty-five percent (25%) of the total fair market value of all assets acquired in such Permitted Acquisition or other Investment or (B) made to obtain the approval of any applicable antitrust authority in connection with a Guarantor, the transferee thereof must either be the Borrower or a GuarantorPermitted Acquisition; (ep) Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Loan Party or any Subsidiary; (q) any merger, consolidation, Disposition or conveyance the sole purpose of which is to reincorporate or reorganize (i) any Domestic Subsidiary in another jurisdiction in the U.S. and/or (ii) any Foreign Subsidiary in the U.S. or any other jurisdiction; (r) the surrender or waiver of any contract right or the settlement, release or surrender of any contract, tort or other claim of any kind, in each case, by any Loan Party or Subsidiary; (s) Sale and Leaseback Transactions permitted by Section 7.048.15; (t) any Disposition of any assets or property received as a result of a foreclosure by any Loan Party or any Subsidiary on any secured Investment or any other transfer of title with respect to any secured Investment in default; and (fu) Other sales the unwinding of assets any Swap Agreement pursuant to its terms. Notwithstanding the foregoing, nothing in an aggregate amount for any Annual Period not to exceed the Annual Basket Amount; provided that in connection with a sale of assets in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds of such sale in other useful assets of the Borrower or such Subsidiary within nine months of the date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” 8.5 shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period; provided, however, that directly or indirectly permit any Disposition pursuant to clauses (a) through (c) or clause (f) shall be for fair market valuethat would result in a Change of Control.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete obsolete, surplus or worn out property, whether now owned or hereafter acquired, in the ordinary course of business, including, without limitation, Dispositions of assets in connection with closure of stores and the Disposition of stores (and related assets) in the ordinary course of business; (b) Permitted TransfersDispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real or other personal property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or other assets used in the businesses or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement propertyproperty or other assets used in the businesses; (d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor; (e) Dispositions permitted by Sections 7.03 or 7.04; (f) licensing by the Borrower or any Subsidiary of any of its intellectual property, in the ordinary course of its business; provided that such licenses are granted for fair market value in the reasonable judgment of the Borrower; (g) sales of Cash Equivalents or other Investments, as provided under Section 7.047.03(a); (h) sales of any publicly traded securities or other Investments owned by any Loan Party or any Subsidiary, to the extent such ownership was permitted under Section 7.03(j); (i) transfers of assets to the extent required by the terms of the documents related to the IP Financing; (j) a Disposition consisting of a sale-leaseback transaction in connection with the acquisition of an aircraft or any other assets; provided that the aggregate amount thereof entered into after the Closing Date, together with the principal amount of any Indebtedness pursuant to Section 7.02(i), shall not exceed $40,000,000; (k) transfers by the Borrower and its Subsidiaries of any intellectual property to the Borrower or any of its Subsidiaries; (l) Dispositions of artwork with an aggregate net book value of not more than $6,000,000; (m) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (n) Dispositions of accounts receivable or other receivables in connection with the collection or compromise thereof in the ordinary course of business; (o) the unwinding of any Swap Contract; and (fp) Other sales of assets in an aggregate amount for any Annual Period Dispositions by the Borrower and its Subsidiaries not to exceed the Annual Basket Amountotherwise permitted under this Section 7.05; provided that in connection with a sale of assets in any Annual Period which reduces (i) at the amount available under the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds time of such sale in other useful assets of the Borrower Disposition, no Default shall exist or would result from such Subsidiary within nine months of the date of such sale Disposition and during such Annual Period, (ii) the aggregate amount book value of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes all property Disposed of in reliance on this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 clause (p) from and “Annual Period” shall mean each successive period of twelve consecutive months commencing on after the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual PeriodDate shall not exceed $35,000,000; provided, however, that any Disposition pursuant to clauses Section 7.05(a), (a) through b), (c), (e), (f), (g), (h), (i), (j), (n) or clause (fp) shall be for fair market valuevalue in all material respects.

Dispositions. Make The Borrower shall not, nor shall it permit any of its Subsidiaries to, directly or indirectly, make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted TransfersDispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a GuarantorGuarantor (or become a Guarantor upon consummation of such transfer); (e) Dispositions permitted by Section 7.04; (f) Dispositions of Equity Interests of any Subsidiary if, at the time of such Disposition, such Subsidiary has no assets or operations; (g) Dispositions by the Borrower or any Subsidiary not otherwise permitted under this Section 7.05 so long as at the time of such Disposition, no Default shall exist or would result therefrom, and either (i) the aggregate book value of all property Disposed of in reliance on this clause (g) in any fiscal year of the Borrower shall not exceed $2,000,000; and (fh) Other sales of assets in an aggregate amount for any Annual Period not to exceed the Annual Basket Amount; provided that in connection with a sale of assets in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual Period, if Dispositions by the Borrower or such any Subsidiary re-invests not otherwise permitted under this Section 7.05 so long as (i) at the proceeds time of such sale Disposition, no Default shall exist or would result therefrom, and (ii) such Disposition, when combined with all other property Disposed of in other useful reliance on this clause (h) after the Fourth Amendment Effective Date, does not represent or constitute assets or entities (or portions thereof) that contributed revenues or Consolidated EBITDA (such contribution as reasonably determined by management of the Borrower or such Subsidiary within nine months Borrower) of more than 10% of the date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion consolidated revenue or more than 10% of the Annual Basket Amount Consolidated EBITDA, in each case of the Parent and its Subsidiaries, for any Annual Period may be “carried over” the four-quarter period most recently ended for which financial statements have been delivered pursuant to a subsequent Annual PeriodSection 6.01(a) or (b); provided, however, provided that any Disposition pursuant to clauses (a) through (c) or clause (fh) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete obsolete, damaged, worn out, used or worn out propertysurplus property (including for purposes of recycling), whether now owned or hereafter acquired, acquired and Dispositions of property of the Parent and the Restricted Subsidiaries that is no longer used or useful in the conduct of the business or economically practicable or commercially desirable to maintain; (b) Dispositions of property in the ordinary course of business; (b) Permitted Transfers; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; provided that to the extent the property being transferred constitutes Collateral such replacement property shall constitute Collateral; (d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower Parent or a GuarantorRestricted Subsidiary; (e) Dispositions permitted by Section 7.04; and7.02 (other than Section 7.02(o)), Section 7.04 (other than Section 7.04(h)) and Section 7.06 (other than Section 7.06(d)) and Permitted Liens; (f) Other sales Dispositions of assets in an aggregate amount for any Annual Period not property pursuant to exceed the Annual Basket AmountSale Leaseback Transactions; provided that in connection with (i) no Event of Default exists or would result therefrom (other than any such Disposition made pursuant to a sale legally binding commitment entered into at a time when no Event of assets in any Annual Period which reduces Default exists) and (ii) such Disposition shall be for no less than the amount available under the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds fair market value of such sale in other useful assets property at the time of such Disposition; (g) Dispositions of Cash Equivalents; provided that such Disposition shall be for no less than the fair market value of such property at the time of such Disposition; (h) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), which do not materially interfere with the business of the Borrower Parent and the Restricted Subsidiaries, taken as a whole; provided that such Disposition shall be for no less than the fair market value of such property at the time of such Disposition; (i) Dispositions of property subject to Casualty Events upon receipt of the Net Cash Proceeds of such Casualty Event; (j) Dispositions; provided that: (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists), no Default shall exist or would result from such Subsidiary within nine months Disposition; (ii) with respect to any Disposition pursuant to this clause ((j)) for a purchase price in excess of the greater of 10.00% of Closing Date EBITDA and 10.00% of TTM Consolidated Adjusted EBITDA as of the date of such sale and during such Annual Periodthe Disposition, the aggregate amount Parent or any of the Restricted Subsidiaries shall receive not less than 75.00% of such proceeds reinvested shall increase consideration in the outstanding amount available under the Annual Basket Amount. For purposes form of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Periodcash or Cash Equivalents; provided, however, that for the purposes of this clause ((ii)) each of the following shall be deemed to be cash; (A) any liabilities (as shown on the Parent’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Parent or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Parent and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing; (B) any securities received by such Parent or Restricted Subsidiary from such transferee that are converted by such Parent or Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty days following the closing of the applicable Disposition; and (C) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to clauses (a) through (c) or this clause (f(C)) that is at that time outstanding, not in excess of the greater of (I) 10.00% of Closing Date EBITDA and (II) 10.00% of TTM Consolidated Adjusted EBITDA as of the date of the Disposition, 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; and (iii) such Disposition shall be for no less than the fair market valuevalue of such property at the time of such Disposition (this clause ((j)), the “General Asset Sale Basket”); (k) Dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the Joint Venture parties set forth in joint venture arrangements and similar binding arrangements; (l) Dispositions or discounts of accounts receivable and related assets in connection with the collection, compromise or factoring thereof; (m) Dispositions (including issuances or sales) of Equity Interests in, or Indebtedness owing to, or of other securities of, an Unrestricted Subsidiary (other than an Unrestricted Subsidiary the primary assets of which are cash and Cash Equivalents); (n) Dispositions to the extent of any exchange of like property (excluding any boot thereon permitted by such provision) for use in any business conducted by the Parent or any of the Restricted Subsidiaries to the extent allowable under Section 1031 of the Code (or comparable or successor provision); (o) Dispositions in connection with the unwinding of any Hedge Agreement; (p) Dispositions by the Parent or any Restricted Subsidiary of assets in connection with the closing or sale of a facility in the ordinary course of business of the Parent and its Restricted Subsidiaries; provided that as to each and all such sales and closings, (i) no Event of Default shall result therefrom and (ii) such sale shall be on commercially reasonable prices and terms in a bona fide arm’s-length transaction; (q) Dispositions (including bulk sales) of the inventory of a Loan Party not in the ordinary course of business in connection with facility closings, at arm’s length; (r) Disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing; provided that such Disposition shall be for no less than the fair market value of such property at the time of such Disposition; (s) the lapse, abandonment or discontinuance of the use or maintenance of any Intellectual Property if previously determined by the Parent or any Restricted Subsidiary in its reasonable business judgment that such lapse, abandonment or discontinuance is desirable in the conduct of its business; (t) Disposition of any property or asset with a fair market value not to exceed $10,000,000 with respect to any transaction or series of related transactions or $30,000,000 in the aggregate for all such transactions in any fiscal year; and (u) Disposition of assets acquired in a Permitted Acquisition or other Investment permitted hereunder that the Parent determines will not be used or useful in the business of the Parent and its Subsidiaries. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and, if requested by the Administrative Agent, upon the certification by the Parent that such Disposition is permitted by this Agreement, and without limiting the provisions of Section 9.11 the Administrative Agent shall be authorized to, and shall, take any actions reasonably requested by the Parent in order to effect the foregoing (and the Lenders hereby authorize and direct the Administrative Agent to conclusively rely on any such certification by the Parent in performing its obligations under this sentence).

Dispositions. Make any Disposition Disposition, or enter into permit any agreement of its Subsidiaries so to make any Dispositiondo, except: (a) Dispositions of obsolete inventory or worn out propertyother assets (including, whether now owned or hereafter acquiredwithout limitation, Marketable Securities, Cash Equivalents and Hedge Agreements) in the ordinary course of businessbusiness or the disposition of platinum in connection with the satisfaction of the Chase Platinum Agreement; (b) Permitted TransfersDispositions of shares of stock, notes or other securities or other equity interests owned by the Borrower or any of its Subsidiaries, other than any such equity interests of (i) any Subsidiaries of the Borrower, or (ii) other Persons, unless such equity interests are held solely as an investment and without a view to participating in the management of such other Person; (c) Dispositions by means of equipment a lease or real property sublease of Property of the Borrower or any of its Subsidiaries, so long as the Borrower or such Subsidiary continues to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds reflect ownership of such Disposition are reasonably promptly applied to the purchase price of such replacement propertyProperty in its financial statements in accordance with GAAP; (d) Dispositions of property Property (other than accounts receivable) by the Borrower or any Subsidiary of its Subsidiaries to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a any Guarantor; (e) Dispositions permitted by of Property pursuant to a condemnation proceeding; (f) sales or transfers of accounts receivable (and related intangible rights) to any Receivables Subsidiary pursuant to and in accordance with the Receivables Purchase Documents; (g) the destruction of Property as a result of casualty; (h) Dispositions of Property which, in the reasonable opinion of the Borrower or such Subsidiary, is obsolete or no longer useful in the conduct of its business; (i) the Disposition of the Ontario, Port Xxxxxx, Corvallis, Monroe, Houston and Leatherback facilities of the Borrower, provided that at least 50% of the consideration received for each such Disposition shall be cash and no Default or Event of Default shall exist immediately before or after giving effect thereto; (j) any Disposition the fair market value of which is less than $5,000,000 and, when aggregated with all other Dispositions made pursuant to this Section 7.048.4(j) within the same fiscal year, is less than $15,000,000; and (fk) Other sales Dispositions in the ordinary course of assets business by means of a license or a sublicense, to the extent the proceeds thereof (excluding reimbursements, indemnities and the like) are included in an aggregate amount for any Annual Period not to exceed the Annual Basket Amountincome before taxes and extraordinary items of the Borrower or such Subsidiary; provided that in connection with a sale Dispositions pursuant to subsections (i) or (j) above, upon receipt of assets in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual Period, if net proceeds by the Borrower or such Subsidiary re-invests the proceeds any of such sale in other useful assets of its Subsidiaries as a result thereof, the Borrower or shall immediately cause such Subsidiary within nine months of the date of such sale and during such Annual Period, the aggregate amount of such net proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided to be deposited with a Qualified Depositary Institution that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” is subject to a subsequent Annual Period; provided, however, that any Disposition pursuant to clauses (a) through (c) or clause (f) shall be for fair market valuean effective Depositary Control Agreement.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: : Dispositions in the ordinary course of business (a) including Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, surplus property no longer required or useful in the business or operations of the Borrower or any of its Subsidiaries); Dispositions of assets and businesses specified on Schedule 5.07; Dispositions of Investments in Cash Equivalents in the ordinary course of business; (b) Permitted Transfers; (c) ; Dispositions of equipment assets which individually or real property in the aggregate are less than 20% of the Consolidated Tangible Net Assets as of the Effective Date and for which no less than 80% of the proceeds received therefor are in cash or Cash Equivalents; Dispositions constituting a Lien permitted pursuant to Section 6.01; the sale or issuance of any Subsidiary’s Equity Interests to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Borrower; Dispositions of property by assets in connection with any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor; (e) Dispositions transaction permitted by Section 7.046.04; and (f) Other sales assignments and licenses of assets in an aggregate amount for any Annual Period not to exceed the Annual Basket Amount; provided that in connection with a sale of assets in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual Period, if the Borrower intellectual property or such Subsidiary re-invests the proceeds of such sale in other useful assets intangibles of the Borrower Group Members in the ordinary course of business; any Disposition of any asset or such Subsidiary within nine months of interest therein in exchange for utility plant, equipment or other utility assets (other than notes or other obligations) in each case equal to the date fair market value (as determined in good faith by the Borrower) of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Periodasset or interest therein; provided, however, that the fair market value of any Disposition such assets or interests Disposed of under this paragraph (i) shall not exceed $10,000,000 in the aggregate in any fiscal year; [reserved]; [reserved]; and the sale, assignment or other transfer of accounts receivable or other rights to payment pursuant to clauses any Receivables Facility. In the case of any of the foregoing Dispositions, the Borrower and the Subsidiaries are in compliance, on a pro forma basis after giving effect to such Disposition with the covenant contained in Section 6.09 recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available, as if such Disposition (aand any related repayment of Indebtedness) through had occurred on the first day of each relevant period for testing such compliance and, if the Net Cash Proceeds in respect of such Disposition under clause (cb), (d) or clause (fj) of this Section 6.02 exceeds 5% of total assets of the Borrower and its Subsidiaries on a consolidated basis as set forth on the most recent financial statements delivered pursuant to Section 4.01(c) and 5.01(a), the Borrower shall be for fair market valuehave delivered to the Administrative Agent a certificate of a Financial Officer of the Borrower to such effect, together with all relevant financial information, statements and projections requested by the Administrative Agent.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: : (a) Dispositions of obsolete obsolete, worn out, used or worn out surplus property, whether now owned or hereafter acquired, in the ordinary course of business; business and Dispositions of property no longer used or useful in the conduct of the business of the Borrower and its Subsidiaries; (b) Permitted Transfers; Dispositions of inventory and goods held for sale in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; ; provided that to the extent the property being transferred constitutes Collateral, such replacement property shall constitute Collateral; (d) Dispositions of property by any Subsidiary from a Loan Party to the Borrower or to a wholly-owned Subsidiaryanother Loan Party; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor; (e) Dispositions permitted by Sections 9.2 (other than Section 7.049.2(e)), 9.4 (other than Section 9.4(e)) and 9.6 (other than Section 9.6(c)) and Liens permitted by Section 9.1(other than Section 9.1(m)(ii)); and (f) Other sales leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Subsidiaries, taken as a whole; (g) Dispositions of assets in an aggregate amount for (other than Commission Receivables, Intellectual 5339129.14 102 Property or Equity Interest of any Annual Period Borrower) not to exceed the Annual Basket Amountotherwise permitted under this Section 9.5; provided that in connection with (i) at the time of such Disposition (other than any such Disposition made pursuant to a sale legally binding commitment entered into at a time when no Default has occurred and is continuing), no Default shall have occurred and be continuing or would result from such Disposition; (ii) the aggregate fair market value of all assets Disposed of in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual Period, if Fiscal Year shall not exceed $10,000,000; and (iii) the Borrower or such Subsidiary re-invests the proceeds any of its Subsidiaries shall receive not less than one hundred percent (100%) of such sale consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other useful than Liens permitted by Section 9.1; (h) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (i) dispositions of assets of the Borrower or such Subsidiary (other than Eligible Commission Receivables) acquired by Holdings and its Subsidiaries pursuant to a Permitted Acquisition consummated within nine twelve (12) months of the date of such sale the proposed disposition so long as (i) the assets to be so disposed are not necessary or economically desirable in connection with the business of Borrowers and during such Annual Periodtheir Subsidiaries, and (ii) the aggregate amount assets to be so disposed are readily identifiable as assets acquired pursuant to the subject Permitted Acquisition; (j) the unwinding of such proceeds reinvested shall increase any Swap Contract; (k) the outstanding amount available lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights; (l) to the extent allowable under Section 1031 of the Annual Basket Amount. For purposes of this Section 7.05(fCode (or comparable or successor provision), “Annual Basket Amount” shall mean $30,000,000 any exchange of like property (excluding any boot thereon permitted by such provision) for use in any business conducted by the Borrower or any of its Subsidiaries that is not in contravention of Section 9.7; (m) Dispositions of delinquent or doubtful accounts receivable (other than Eligible Commission Receivables) in connection with the collection or compromise thereof in the ordinary course of business; and “Annual Period” shall mean each successive period (n) Dispositions of twelve consecutive months commencing on the Closing Date, Cash Equivalents; provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period; provided, however, that any Disposition of any property pursuant to clauses this Section 9.5 (aexcept pursuant to Sections 9.5(a), (e), (h), (j), (k) through and (cm) and except for Dispositions from the Borrower or clause (f) a Subsidiary that is a Loan Party to the Borrower or a Subsidiary that is a Loan Party), shall be for no less than the fair market value.value of such property at the time of such Disposition as determined by the Borrower in good faith. To the extent any Collateral is Disposed of as expressly permitted by this Section 9.5 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and, if requested by the Administrative Agent, upon the certification by the Borrower that such Disposition is permitted by this Agreement, the Administrative Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing. 5339129.14 103

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted TransfersDispositions of inventory in the ordinary course of business; (c) Dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; (d) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (de) Dispositions of property by (i) the Company to any Subsidiary or (ii) any Subsidiary to the Borrower Company or to a wholly-owned any other Subsidiary; provided provided, that if the transferor aggregate book value of all property subject to Specified JV/Intercompany Asset Transfers in any fiscal year, together with the book value of all property Disposed of in reliance on Section 7.05(i) during such property is a Guarantorfiscal year, shall not exceed 12.5% of Consolidated Total Assets as of the transferee thereof must either be end of the Borrower or a Guarantorpreceding fiscal year; (ef) Dispositions permitted by Section 7.04; (g) Dispositions by the Company and its Subsidiaries of property pursuant to sale-leaseback transactions; provided, that the book value of all property Disposed of in connection with such transactions from and after the Closing Date shall not exceed $25,000,000; (h) licenses of IP Rights; and (fi) Other sales of assets in an aggregate amount for any Annual Period Dispositions by the Company and its Subsidiaries not to exceed the Annual Basket Amountotherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition and (ii) the aggregate book value of all property Disposed of in connection with a sale of assets reliance on this clause (i) in any Annual Period which reduces fiscal year, together with the amount available under the Annual Basket Amount for book value of all property subject to Specified JV/Intercompany Asset Transfers during such Annual Periodfiscal year, if the Borrower or such Subsidiary re-invests the proceeds shall not exceed 12.5% of such sale in other useful assets Consolidated Total Assets as of the Borrower or such Subsidiary within nine months end of the date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Periodpreceding fiscal year; provided, however, that any Disposition pursuant to clauses (a) through (c) or clause (fi) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, exceptother than: (a) Dispositions sales of inventory and other assets in the ordinary course of business of the Loan Parties and their Subsidiaries (including on an intercompany basis); (b) any sale, transfer or other disposition of Property by any Loan Party to any other Loan Party so long as no Loan Party would fail to be Solvent after giving effect to such sale, transfer or other disposition; (c) so long as no Event of Default exists or would result therefrom, (i) sell, transfer or otherwise dispose of equipment for fair market value and (ii) sell or trade-in equipment in connection with the acquisition of replacement equipment; (d) the sale, transfer or other disposition of obsolete or worn out propertytangible Property which is no longer used or useful, whether now owned or hereafter acquiredeconomically practicable to maintain, in the conduct of business of the Loan Parties and their Subsidiaries; (e) any Involuntary Disposition by any Loan Party or any Subsidiary; (f) leases, subleases, non-exclusive licenses or non-exclusive sublicenses (including IP Rights), in each case, in the ordinary course of businessbusiness that do not interfere in any material respect with the business of the Loan Parties and their Subsidiaries, taken as a whole; (bg) Permitted Transfersthe sale, transfer or other disposition of accounts receivable constituting bad debts in connection with the compromise, settlement or collection thereof in the ordinary course of business (and not as part of a bulk sale or receivables financing); (ch) other Dispositions by the Loan Parties and their Subsidiaries the proceeds (valued at the principal amount in the case of non-cash proceeds consisting of notes or other evidences of Indebtedness and valued at fair market value in the case of all other non-cash proceeds) of which do not exceed 10% of Consolidated Total Assets in the aggregate in any Fiscal Year; provided that (i) no such Disposition involves (A) the sale or other disposition of a minority equity interest in the Borrower or any other Loan Party (other than Intermediate Holdings to the extent permitted hereunder) or (B) the sale or other disposition of receivables other than receivables owned by or attributable to other property concurrently being disposed of in a transaction otherwise permitted under this Section 8.5, (ii) no less than seventy-five percent (75%) of the proceeds of such Disposition consist of cash or Cash Equivalents received contemporaneously with the consummation of such Disposition, (iii) the proceeds received in consideration for such Disposition shall not be less than the fair market value of the Property disposed of, (iv) the Net Cash Proceeds of any such Disposition are applied in the manner specified in Section 2.11(c)(ii) hereof and (v) both immediately before and after giving effect to any such Disposition, no Event of Default exists or would result therefrom; (i) other Dispositions by the Loan Parties and their Subsidiaries the proceeds (valued at the principal amount in the case of non-cash proceeds consisting of notes or other evidences of Indebtedness and valued at fair market value in the case of all other non-cash proceeds) of which do not exceed $20,000,000 in the aggregate in any Fiscal Year; (j) the Disposition of Securitization Related Property by the Loan Parties and their Subsidiaries pursuant to any Permitted Securitization Transaction; (k) Liens permitted by Section 8.2, Investments permitted by Section 8.3, transactions permitted by Section 8.4 (other than by reference to this Section 8.5) and Restricted Payments permitted by Section 8.6, in each case to the extent constituting Dispositions; (l) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar or replacement property property, or other assets of comparable or greater value or usefulness to the business or (ii) an amount equal to the proceeds Net Proceeds of such Disposition Dispositions are reasonably promptly applied to the purchase price of such replacement property; (dm) Dispositions of property by any Subsidiary cash and/or Cash Equivalents and/or other assets that were Cash Equivalents when the relevant original Investment was made; (n) the sale of Capital Stock in joint ventures to the Borrower extent required by or made pursuant to, customary buy/sell arrangements entered into in the ordinary course of business between the joint venture parties and sent forth in joint venture agreements; (o) Dispositions of any assets (including Capital Stock) (A) acquired in connection with any Permitted Acquisition or other Investment permitted hereunder, which assets are not core or principal to a wholly-owned Subsidiarythe business of Holdings and the Restricted Subsidiaries; provided that if the transferor fair market value of such property is assets does not exceed twenty-five percent (25%) of the total fair market value of all assets acquired in such Permitted Acquisition or other Investment or (B) made to obtain the approval of any applicable antitrust authority in connection with a Guarantor, the transferee thereof must either be the Borrower or a GuarantorPermitted Acquisition; (ep) Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Loan Party or any Subsidiary; (q) any merger, consolidation, Disposition or conveyance the sole purpose of which is to reincorporate or reorganize (i) any Domestic Subsidiary in another jurisdiction in the U.S. and/or (ii) any Foreign Subsidiary in the U.S. or any other jurisdiction; (r) the surrender or waiver of any contract right or the settlement, release or surrender of any contract, tort or other claim of any kind, in each case, by any Loan Party or Subsidiary; (s) Sale and Leaseback Transactions permitted by Section 7.048.15; (t) any Disposition of any assets or property received as a result of a foreclosure by any Loan Party or any Subsidiary on any secured Investment or any other transfer of title with respect to any secured Investment in default; and (fu) Other sales the unwinding of assets any Swap Agreement pursuant to its terms. Notwithstanding the foregoing, nothing in an aggregate amount for any Annual Period not to exceed the Annual Basket Amount; provided that in connection with a sale of assets in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds of such sale in other useful assets of the Borrower or such Subsidiary within nine months of the date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” 8.5 shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period; provided, however, that directly or indirectly permit any Disposition pursuant to clauses (a) through (c) or clause (f) shall be for fair market valuethat would result in a Change of Control.

Dispositions. Make The Parent and its Subsidiaries shall not make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out propertyproperty or property no longer useful in the business of Parent and its Subsidiaries, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted TransfersDispositions of Investments in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to (other than the Borrower or one of its Subsidiaries) to a wholly-owned the Parent or another Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor; (e) Dispositions permitted of property by the Parent or any Subsidiary (other than the Borrower or one of its Subsidiaries) for fair market value; (f) Dispositions by the Borrower or any of its Subsidiaries for fair market value in an aggregate amount not exceeding 10% of the Borrower’s Statutory Surplus in any calendar year provided (x) no Default exists or would result therefrom and (y) after giving effect to such transaction the Loan Parties would be in pro forma compliance with Section 7.047.11; (g) leases, subleases, licenses or sublicenses of property in the ordinary course of business and which do not materially interfere with the business of the Parent and its Subsidiaries; (h) transfers of property subject to casualty events upon receipt of the insurance payments with respect to such casualty event; (i) sales or discounts without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; and (fj) Other sales Dispositions by any Subsidiary of assets in an aggregate amount for any Annual Period not the Borrower to exceed the Annual Basket Amount; provided that in connection with a sale of assets in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual Period, if the Borrower or such another Subsidiary re-invests the proceeds of such sale in other useful assets of the Borrower or such Subsidiary within nine months of the date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period; provided, however, that any Disposition pursuant to clauses (a) through (c) or clause (f) shall be for fair market valueBorrower.

Dispositions. Make The Issuer Parties shall not, nor shall they permit any Disposition or enter into any agreement to of their Subsidiaries to, make any Disposition, except: : (ai) Permitted Transfers; (ii) Dispositions of obsolete or worn worn-out property, whether now owned or hereafter acquired, in the ordinary course of business; ; (b) Permitted Transfers; (ciii) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; ; (div) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned SubsidiaryParent and its Subsidiaries not otherwise permitted under this Section; provided that if (i) at the transferor time of such Disposition, no Default shall exist or would result from such Disposition and (ii) the aggregate book value of all property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor; Disposed of in reliance on this clause (eiv) in any fiscal year shall not exceed $5,500,000; (v) Dispositions permitted by Section 7.048(b), Section 8(d), Section 8(f) or Section 8(g); and (fvi) Other sales Dispositions of assets new or used furniture, décor and other kitchenware and household supplies such as linens and towels, and any other similar personal property located in an aggregate amount for units leased by Parent or any Annual Period not to exceed the Annual Basket Amount; provided that of its Subsidiaries or used in connection with a sale the operations of assets in Parent or any Annual Period which reduces the amount available under the Annual Basket Amount for of its Subsidiaries, to landlords or guests on such Annual Period, if the Borrower terms and conditions as may be determined by Parent or such Subsidiary re-invests in its reasonable business judgment; (vii) Any Disposition with respect to which: 39 (A) the proceeds Parent or one of its Subsidiaries receives consideration at least equal to the fair market value (as determined in good faith by Parent and such sale in other useful assets of the Borrower or such Subsidiary within nine months fair market value shall be determined as of the date of contractually agreeing to such sale Disposition) of the assets subject to such Disposition; and during (B) at least 75% of the consideration from such Annual PeriodDisposition received by the Parent or such Restricted Subsidiary, as the aggregate amount case may be, is in the form of such cash or Cash Equivalents; and (C) the proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(fare applied or to be applied in accordance with clauses (1), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion (2) or (3) of the Annual Basket Amount for any Annual Period may definition of Net Available Cash or, when required, are offered or to be “carried over” offered to a subsequent Annual Periodredeem Notes in compliance with Section 4(c) of each Note; provided, however, that any Disposition pursuant to clauses and (aviii) through (c) or clause (f) shall be for fair market valueDispositions in connection with the Permitted Tax Restructuring.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted TransfersDispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor; (e) Dispositions permitted by Section 7.04; (f) the sale by the Borrower of all or any portion of the capital stock of Cascade and/or the sale by Cascade of all or any portion of the assets that comprise the Cascade Mini-Mill; (g) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years; and (fh) Other sales of assets in an aggregate amount for any Annual Period Dispositions by the Borrower and its Subsidiaries not to exceed the Annual Basket Amountotherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition and (ii) the aggregate book value of all property Disposed of in connection with a sale of assets reliance on this clause (h) in any Annual Period which reduces fiscal year shall not exceed an amount equal to 20% times an amount equal to (i) the amount available under of the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds of such sale in other useful total assets of the Borrower or such Subsidiary within nine months and its Subsidiaries on a consolidated basis as of the date end of such sale and during such Annual Period, the aggregate most recently completed fiscal year of the Borrower minus (ii) the amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion Intangible Assets of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual PeriodBorrower and its Subsidiaries on that date; provided, however, that any Disposition pursuant to clauses (a) through (c) or clause (fh) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete obsolete, expired or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted TransfersDispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor; (e) Dispositions permitted by Section 7.04; and7.03; (f) Other sales the Borrower and its Subsidiaries may sell assets (other than the capital stock or other Equity Interests of assets any Wholly-Owned Subsidiary, unless all of the capital stock or other Equity Interests of such Wholly-Owned Subsidiary are sold in accordance with this clause (f)), so long as (i) no Default or Event of Default then exists or would result therefrom, (ii) each such sale is in an aggregate amount for any Annual Period not to exceed arm's-length transaction and the Annual Basket Amount; provided that in connection with a sale of assets in any Annual Period which reduces Borrower or the amount available under respective Subsidiary receives at least Fair Market Value, (iii) the Annual Basket Amount for such Annual Period, if consideration received by the Borrower or such Subsidiary re-invests consists of at least 75% cash or Cash Equivalents and is paid at the proceeds time of the closing of such sale in other useful assets of sale, (iv) the Borrower or such Subsidiary within nine months of Net Sale Proceeds therefrom are applied as (and to the date of such sale extent) required by Section 2.03(b) and during such Annual Period, (v) the aggregate amount of such the cash and non-cash proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period; provided, however, that any Disposition received from all assets sold pursuant to clauses (a) through (c) or this clause (f) shall be not exceed $15,000,000 in any fiscal year of the Borrower (for fair market value.this purpose, in each case, using the Fair Market Value of property other than cash); (g) the Borrower and its Subsidiaries may lease (as lessee) or license (as licensee) real or personal property (so long as any such lease or license does not create a Capitalized Lease except to the extent permitted by Section 7.02(i)); (h) the Borrower and its Subsidiaries may sell or discount, in each case without recourse (other than customary indemnities in respect of third party liens and claims and customary reductions in purchase price for claims against the Borrower or a Subsidiary for failure to comply with the terms of the contract under which the accounts receivable arose) and in the ordinary course of business, (i) accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof and not as part of any financing transaction, (ii) accounts receivable arising in the ordinary course of business so long as such sale or discount is not part of any financing transaction (it being understood, for the avoidance of doubt, that any sale or discount of such account receivables without any repurchase obligation shall not constitute a financing transaction) and (iii) letters of credit from customers in order to collect payments in respect of an account receivable earlier than otherwise due in the ordinary course of business and not as part of any financing transaction; (i) the Borrower and its Subsidiaries may grant licenses, sublicenses, leases or subleases to other Persons in the ordinary course of business and which do not materially interfere with the conduct of the business of the Borrower or any of its Subsidiaries, in each case so long as no such grant otherwise affects in any material respect the Administrative Agent’s security interest in the asset or property subject thereto (other than in respect of any Liens permitted hereunder and related thereto);

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted TransfersDispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property Real Property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property, provided, however, that in the case of a disposition of Real Property complying with this Section 7.05(c), such replacement property shall be subject to the Lien in favor of the Administrative Agent in compliance with Section 6.12(b); (d) Dispositions of property by Intermediate Holdings or any Subsidiary to the either Borrower or to a another wholly-owned SubsidiarySubsidiary of either Borrower; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the a Borrower or a Guarantor; (e) Dispositions permitted by Section 7.04; (f) the grant in the ordinary course of business of any non-exclusive license of patents, trademarks, registrations therefor and other similar intellectual property; (g) each Borrower and each of their respective Subsidiaries may effect Sale-Leaseback Transactions involving real property acquired after the Closing Date and not more than 180 days prior to such Sale-Leaseback Transaction for cash in an amount at least equal to the cost of such property; provided that any Net Cash Proceeds received by the Borrowers or any of its Subsidiaries from any such Sale-Leaseback Transaction shall be applied to repay Term Loans as provided in Section 2.05(b)(ii) or reinvested or retained to the extent permitted by Section 2.05(b)(ii); (h) Intermediate Holdings and its Subsidiaries may sell assets, so long as (i) no Event of Default then exists or would result therefrom, (ii) each such sale is on terms and conditions not less favorable to the Borrowers or such Subsidiary as would reasonably be obtained by the Borrowers or such Subsidiary at that time in a comparable arm’s-length transaction with a Person other than an Affiliate and the Borrowers or such Subsidiary receives at least Fair Market Value (as determined in good faith by the Borrowers or such Subsidiary, as the case may be), (x) at least 75% of the consideration received by the Borrowers or such Subsidiary shall be in the form of cash or Cash Equivalents (taking into account the amount of cash and Cash Equivalents, the principal amount of any promissory notes and the Fair Market Value, as determined by the Borrowers or such Subsidiary, as the case may be, in good faith, of any other consideration) and is paid at the time of the closing of such sale, (y) the Net Cash Proceeds therefrom are applied as (and to the extent) required by Section 2.05(b)(ii) and (z) the aggregate amount of the proceeds received from all assets sold pursuant to this clause (iii) shall not exceed, over the term of the Facility, the greater of $30,000,000 and 5.0% of Consolidated Total Assets as of the end of the Fiscal Quarter immediately prior to the date of such Disposition for which financial statements have been delivered pursuant to Section 6.01; provided that in no event shall Intermediate Holdings be permitted to sell or otherwise Dispose of any Equity Interests in any Borrower or any other Loan Party (other than Dispositions of Equity Interests in any Subsidiary acquired after the Closing Date and Disposed of in accordance with Section 7.05(k)). (i) Dispositions of Cash Equivalents; and (fj) Other sales Leases or sub-leases of assets Real Property or personal property in an aggregate amount for the ordinary course of business; and (k) Intermediate Holdings may make Dispositions to its Subsidiaries in furtherance of any Annual Period not to exceed the Annual Basket Amount; provided that in connection with a sale of assets in any Annual Period which reduces the amount available transaction otherwise permitted under the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds of such sale in other useful assets of the Borrower or such Subsidiary within nine months of the date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket AmountSection 7.03(g). For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period; provided, however, that any Disposition pursuant to clauses (aSection 7.05(b) through (cSection 7.05(g) or clause (fand Section 7.05(i) through Section 7.05(j) shall be for fair market valueFair Market Value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete obsolete, out-moded or worn worn-out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted TransfersDispositions of inventory and cash equivalents in connection with cash management in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Parent Borrower or to a wholly-owned any other Subsidiary; provided that if the transferor ; (d) Dispositions of such property is a Guarantor, the transferee thereof must either be the Borrower or a GuarantorReceivables pursuant to Receivables Transactions permitted under subsection 8.3(a); (e) the nonexclusive license of intellectual property of the Parent Borrower or any of its Subsidiaries to third parties in the ordinary course of business; (f) without limitation to clause (a), the Parent Borrower and its Subsidiaries may sell or exchange specific items of machinery or equipment, so long as the proceeds of each such sale or exchange is used (or contractually committed to be used) to acquire (and results within one year of such sale or exchange in the acquisition of) replacement items of machinery or equipment of reasonably equivalent Fair Market Value; (g) other Dispositions permitted by Section 7.04where (i) in the good faith opinion of the Parent Borrower, the Disposition is an exchange for consideration having a Fair Market Value at least equal to that of the property Disposed of and is in the best interest of the Parent Borrower or the applicable Subsidiary, as the case may be; (ii) immediately after giving effect to such Disposition, no Default or Event of Default would exist; and (iii) immediately after giving effect to such Disposition, the Disposition Value of all property that was the subject thereof in any fiscal four quarter period of the Parent Borrower plus the Fair Market Value of any other property Disposed of during such four quarter period does not equal or exceed 15% of Consolidated Total Assets as of the end of the then most recently ended fiscal quarter of Parent Borrower; and (fh) Other sales the Dispositions of assets in an aggregate amount for any Annual Period not to exceed the Annual Basket Amount; provided that in connection with a sale of assets in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual Period, if the Parent Borrower or such any Subsidiary re-invests to effectuate the proceeds of such sale in other useful assets of the Borrower or such Subsidiary within nine months of the date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period; provided, however, that any Disposition pursuant to clauses (a) through (c) or clause (f) shall be for fair market valueSpin Off.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out or excess property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted TransfersDispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Borrower DeVry or to a wholly-owned Subsidiary; provided that if the transferor of such property is a U.S. Guarantor, the transferee thereof must either be the Borrower DeVry or a U.S. Guarantor; (e) Dispositions permitted by Section 7.047.4(b), (c), (d) or (e); (f) Non-exclusive licenses of IP Rights (i) in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years, or (ii) by any Subsidiary to DeVry or any other Subsidiary; (g) Dispositions of Sxxxxxxx Loans in accordance with the Sxxxxxxx Loan Program; and (fh) Other sales of assets in an aggregate amount for any Annual Period Dispositions by DeVry and its Subsidiaries not to exceed the Annual Basket Amountotherwise permitted under this Section 7.5; provided that in connection with a sale of assets in any Annual Period which reduces (i) at the amount available under the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds time of such sale Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate net book value of all property Disposed of in other useful assets of reliance on this clause (h) from the Borrower or Third Amendment Closing Date shall not exceed $100,000,000 in the aggregate, and (iii) immediately before and after giving effect to such Subsidiary within nine months of the date of such sale and during such Annual PeriodDisposition, the aggregate amount of such proceeds reinvested financial tests set forth in Section 7.15, determined on a pro forma basis, shall increase not exceed the outstanding amount available under the Annual Basket Amount. For purposes of this limits specified in Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period7.15; provided, however, that any Disposition pursuant to clauses (a) through ), (b), (c), (f)(i) or clause and (fh) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:except the following (each a “Permitted Disposition”): (a) Dispositions of Equipment in the ordinary course of business that is substantially worn, damaged, obsolete or, in the judgment of a Loan Party, no longer useful or worn out property, whether now owned or hereafter acquired, necessary in its business and is not replaced with similar property having at least equivalent value; (b) Dispositions of Inventory in the ordinary course of business; (b) Permitted Transfers; (c) Store closings (including the termination or non-renewal of any applicable Lease or contract), bulk sales or other dispositions of the Inventory of a Loan Party conducted in orderly fashion in accordance with the applicable Store contract or otherwise and otherwise typical for the college bookseller industry (“Customary Dispositions”), provided, that any other Store closures and related Inventory dispositions that are not Customary Dispositions of equipment or real property to the extent that shall be permitted hereunder so long as such closures and dispositions shall not exceed (i) in any Fiscal Year of the Lead Borrower, ten percent (10.0%) of the number of the Loan Parties’ Store contracts as of the beginning of such property is exchanged for credit against the purchase price Fiscal Year (net of similar replacement property or new Store openings) and (ii) in the proceeds aggregate from and after the Closing Date, twenty-five percent (25.0%) of the number of such Disposition are reasonably promptly applied to Loan Parties’ Store contracts in existence as of the purchase price Closing Date (net of such replacement propertynew Store openings); (d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor[intentionally omitted]; (e) Dispositions permitted by Section 7.04; andnon-exclusive licenses of Intellectual Property of a Loan Party in the ordinary course of business; (f) Other sales of assets in an aggregate amount for sales, transfers and dispositions by any Annual Period not to exceed the Annual Basket Amount; provided that in connection with a sale of assets in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds of such sale in other useful assets of the Borrower or such Subsidiary within nine months of the date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” Loan Party to a subsequent Annual PeriodBorrower; (g) sales, transfers and dispositions of any Immaterial Subsidiary to another Person; provided, however, that the total assets and gross revenue of all Immaterial Subsidiaries disposed of from and after the Second Amendment Effective Date shall not exceed five percent (5%) of (i) the Consolidated total assets of the Lead Borrower and its Subsidiaries and (ii) the Consolidated gross revenue of the Lead Borrower and its Subsidiaries, respectively; (h) as long as no Default then exists or would arise therefrom, sales of Real Estate of any Loan Party (or sales of any Person or Persons created to hold such Real Estate or the equity interests in such Person or Persons), including sale-leaseback transactions involving any such Real Estate pursuant to leases on market terms, as long as, in the case of any sale-leaseback transaction permitted hereunder with respect to any Material Storage Location, the Collateral Agent shall have received from such purchaser or transferee a Collateral Access Agreement on terms and conditions reasonably satisfactory to the Collateral Agent; (i) any Disposition of Real Estate to a Governmental Authority as a result of the condemnation of such Real Estate; (j) Dispositions of Excluded Assets in accordance with any intercreditor agreement or Security Documents applicable thereto; (k) termination or non-renewal of a Lease and granting a lease, sublease, license or other occupancy interest with respect to any owned Real Estate or any real property subject to a Lease, in each case, so long as such action could not reasonably be expected to result in Material Adverse Effect; and (l) as long as no Default exists or would arise therefrom and without duplication of Dispositions permitted pursuant to clauses (a) through (ck) or clause above, other Dispositions, provided, that the aggregate fair market value of all assets Disposed of in reliance upon this paragraph (fl) shall be for fair market valuenot exceed $35,000,000 during any Fiscal Year of the Lead Borrower and if such Disposition gives rise to a mandatory prepayment obligation under Section 2.05(e), proceeds thereof are applied in accordance with Section 2.05(e).

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of uneconomic, obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted TransfersDispositions of inventory and Cash Equivalents in the ordinary course of business; (c) Dispositions of equipment or real property property, other than in connection with the Permitted Sale-Leaseback Transaction, to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property used for similar or related purposes or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement propertyproperty used for similar or related purposes; (d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor; (e) Dispositions permitted by Section 7.04; (f) Dispositions in connection with any Permitted Sale-Leaseback Transaction; (g) the sale or discount with or without recourse of not more than $1,000,000 face amount in any fiscal year of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (h) any Disposition of any property the aggregate amount of the net proceeds received in respect of which shall not exceed $1,000,000 in any fiscal year; (i) any Disposition of any minority interests in a joint venture or other Person; (j) any Disposition of leasehold interests in the ordinary course of business that do not detract from or impair the operations of the Borrower and its Subsidiaries; and (fk) Other sales any Disposition of assets personal property held for resale to customers made in an aggregate amount for any Annual Period not to exceed the Annual Basket Amount; provided that ordinary course of business so long as such resale is in connection compliance with a sale of assets the proviso below and in any Annual Period which reduces event is for not less than the amount available under the Annual Basket Amount for such Annual Period, if paid by the Borrower or its applicable Subsidiary for such Subsidiary re-invests the proceeds of such sale in other useful assets of the Borrower or such Subsidiary within nine months of the date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Periodpersonal property; provided, however, that any Disposition pursuant to clauses (a) through ), (b), (c) or clause ), (e), (f), (h), (i), (j) and (k) shall be for fair market valuevalue as determined by the Borrower in good faith.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete surplus, obsolete, unused or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted TransfersDispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor; (e) Dispositions permitted by Section 7.04; and; (f) Other sales of assets in an aggregate amount for any Annual Period Dispositions (including sale leaseback transactions) by the Borrower and its Subsidiaries not to exceed the Annual Basket Amountotherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Event of Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in connection with a sale of assets reliance on this clause (g) in any Annual Period which reduces fiscal year shall not exceed $15,000,000 and (iii) at least 75% of the amount available under the Annual Basket Amount purchase price for such Annual Period, if asset shall be paid to the Borrower or such Subsidiary re-invests solely in cash; (g) licenses of patents, trademarks and other intellectual property rights by the proceeds Borrower and its Subsidiaries, leases or subleases granted to others and other Dispositions of such sale assets to the extent permitted by Section 7.01; (h) the lapse of registered patents, trademarks and other intellectual property of the Borrower and any of its Subsidiaries that is no longer useful and lapse of which could not reasonably be expected to result in other useful assets a Material Adverse Effect; (i) the termination, surrender or sublease of a real estate lease of the Borrower or such Subsidiary within nine months any of its Subsidiaries; (j) Dispositions consisting of the date creation of Liens, to the extent such sale Lien is permitted by Section 7.01; (k) Dispositions of cash and during such Annual Period, Cash Equivalents in a manner that is not prohibited by the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes terms of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion Agreement; and (l) Disposition of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual PeriodExcluded Assets; provided, however, that any Disposition pursuant to clauses Section 7.05(f) and (a) through (c) or clause (fg) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted TransfersDispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property (i) by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided Subsidiary and (ii) that if the transferor of such property is a Guarantor, the transferee thereof must either would be the Borrower permitted as Investments under Section 6.02(g) or a Guarantor6.02(j); (e) Dispositions permitted by Section 7.046.04; (f) Sale and Leaseback Transactions in an aggregate amount of up to $100,000,000 in sales proceeds during the term of this Agreement, if the gross cash proceeds of any such transaction are at least equal to the fair market value of such property; (g) the Disposition of accounts receivable, lease receivables, other payment obligations and related assets pursuant to the Receivables Facility and any other receivables facility permitted by Section 6.03(h)(ii); (h) licenses of IP Rights on arm’s length terms; (i) the sale or issuance of any Subsidiary’s Equity Interests to the Borrower or any Subsidiary to the extent permitted under Section 6.02(g) or 6.02(j), and any transfer of Equity Interests of a Foreign Subsidiary from a Domestic Subsidiary to another Foreign Subsidiary; and (fj) Other sales of assets in an aggregate amount for any Annual Period Dispositions by the Borrower and its Subsidiaries not to exceed the Annual Basket Amountotherwise permitted under this Section 6.05; provided that in connection with a sale (i) at the time of assets in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual PeriodDisposition, if no Default shall exist or would result from such Disposition, (ii) immediately after giving effect to such Disposition, the Borrower or and its Subsidiaries shall be in pro forma compliance with the financial covenants set forth in Section 6.11, such Subsidiary re-invests compliance to be determined on the proceeds basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 5.01(a) and (iii) (x) so long as the Borrower is rated Investment Grade and to the extent such sale in other useful assets Disposition could not reasonably be expected to materially disadvantage the business of the Borrower or and its Subsidiaries, taken as a whole, as of the Effective Date, there shall be no limit on the aggregate book value of all property Disposed of in reliance on this clause (j), and (y) so long as the Borrower is not rated Investment Grade, such Subsidiary within nine months Disposition shall not cause the aggregate book value of all property Disposed of in reliance on this clause (j) since the date of such sale and during such Annual Period, the aggregate amount this Agreement to exceed 20% of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion Consolidated Total Assets (measured as of the Annual Basket Amount for any Annual Period may be “carried over” applicable date of the financial information most recently delivered to a subsequent Annual Periodthe Administrative Agent and the Lenders pursuant to Section 5.01(a)); provided, however, that any Disposition pursuant to the preceding clauses (a) through (cj) (other than with respect to clauses (d) and (i) and other intercompany transfers (x) from the Borrower or clause a Domestic Subsidiary to another Domestic Subsidiary and (fy) from a Foreign Subsidiary to the Borrower or to a Domestic Subsidiary) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted TransfersDispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Borrower or Loan Party to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a GuarantorLoan Party; (e) Dispositions permitted by Section 7.04; (f) non-exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Borrower and its Subsidiaries; (g) leases, subleases, licenses or sublicenses of real or personal property granted by any Borrower or any of its Subsidiaries to others in the ordinary course of business not interfering in any material respect with the business of the Borrower or any of its Subsidiaries; (h) Dispositions in connection with casualty events; provided that the requirements of Section 2.05(b) are complied with in connection therewith; (i) the H.X. Xxxx Disposition; provided that the Administrative Agent shall have received a copy of each of the operative documents for such Disposition at least two (2) Business Days prior to the completion of such Disposition; and (fj) Other sales of assets in an aggregate amount for any Annual Period Dispositions not otherwise permitted pursuant to exceed the Annual Basket Amountthis Section; provided that in connection with a sale of assets in any Annual Period which reduces (i) at the amount available under the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds time of such sale in other useful assets of the Borrower Disposition, no Default shall exist or would result from such Subsidiary within nine months of the date of Disposition, (ii) such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period; provided, however, that any Asset Disposition pursuant to clauses (a) through (c) or clause (f) shall be is made for fair market value., (iii) the aggregate fair market value of all property disposed of in reliance on this clause (i) shall not exceed $2,000,000 during the term of this Agreement, and (iv) to the extent applicable, the Borrower and its Subsidiaries shall have complied with Section 2.05(b)(iii). CHL:45705.8

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete obsolete, expired or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted TransfersDispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor; (e) Dispositions permitted by Section 7.04; and‎7.03; (f) Other sales the Borrower and its Subsidiaries may sell assets (other than the capital stock or other Equity Interests of assets any Wholly-Owned Subsidiary, unless all of the capital stock or other Equity Interests of such Wholly-Owned Subsidiary are sold in accordance with this clause ‎(f)), so long as (i) no Default or Event of Default then exists or would result therefrom, (ii) each such sale is in an aggregate amount for any Annual Period not to exceed arm's-length transaction and the Annual Basket Amount; provided that in connection with a sale of assets in any Annual Period which reduces Borrower or the amount available under respective Subsidiary receives at least Fair Market Value, (iii) the Annual Basket Amount for such Annual Period, if consideration received by the Borrower or such Subsidiary re-invests consists of at least 75% cash or Cash Equivalents and is paid at the proceeds time of the closing of such sale, (iv) the Net Sale Proceeds therefrom are applied as (and to the extent) required by Section ‎2.03(b) and (v) the aggregate amount of the cash and non-cash proceeds received from all assets sold pursuant to this clause ‎(f) shall not exceed $15,000,00025,000,000 in any fiscal year of the Borrower (for this purpose, in each case, using the Fair Market Value of property other than cash); (g) the Borrower and its Subsidiaries may lease (as lessee) or license (as licensee) real or personal property (so long as any such lease or license does not create a Capitalized Lease except to the extent permitted by Section 7.02(i) or (q)); (h) the Borrower and its Subsidiaries may sell or discount, in each case without recourse (other than customary indemnities in respect of third party liens and claims and customary reductions in purchase price for claims against the Borrower or a Subsidiary for failure to comply with the terms of the contract under which the accounts receivable or lease receivables arose) and in the ordinary course of business, (i) accounts receivable or lease receivables arising in the ordinary course of business, but only in connection with the compromise or collection thereof and not as part of any financing transaction, (ii) accounts receivable or lease receivables arising in the ordinary course of business so long as such sale or discount is not part of any financing transaction (it being understood, for the avoidance of doubt, that any sale or discount of such accountaccounts receivable or lease receivables without any repurchase obligation shall not constitute a financing transaction) and (iii) letters of credit from customers in order to collect payments in respect of an account receivable or lease receivable earlier than otherwise due in the ordinary course of business and not as part of any financing transaction; (i) the Borrower and its Subsidiaries may grant licenses, sublicenses, leases or subleases to other useful assets Persons in the ordinary course of business and which do not materially interfere with the conduct of the business of the Borrower or any of its Subsidiaries, in each case so long as no such Subsidiary within nine months grant otherwise affects in any material respect the Administrative Agent’s security interest in the asset or property subject thereto (other than in respect of the date of such sale any Liens permitted hereunder and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(frelated thereto), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period; provided, however, that any Disposition pursuant to clauses (a) through (c) or clause (f) shall be for fair market value.;

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out propertyassets or assets no longer used or useful to the business in the reasonable business judgment of the Company, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted TransfersDispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Restricted Subsidiary to the Borrower Company or to a wholly-owned Restricted Subsidiary; provided that (i) if the transferor of such property is a GuarantorLoan Party, the transferee thereof must either be the Borrower Company or a GuarantorLoan Party and (ii) if the transferor of such property is a Loan Party that has Guaranteed the Obligations of the Company, the transferee thereof must either be the Company or a Loan Party that has Guaranteed the Obligations of the Company; (e) Dispositions permitted by Section 7.04; (f) Dispositions of accounts receivable that are at least 180 days past due or are owing from obligors that are the subject of proceedings of the types described in Section 8.01(f); (g) Dispositions of non-core assets acquired in a Permitted Acquisition by the Company or any of its Restricted Subsidiaries within 18 months of such Permitted Acquisition; provided that the aggregate book value of all property Disposed of in reliance on this clause (g) from the Closing Date through the Facility Termination Date shall not exceed $2,500,000; and (fh) Other sales of assets in an aggregate amount for any Annual Period Dispositions by the Company and its Restricted Subsidiaries not to exceed the Annual Basket Amountotherwise permitted under this Section 7.05; provided that in connection with a sale of assets in any Annual Period which reduces (i) at the amount available under the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds time of such sale in other useful assets Disposition, no Event of the Borrower Default shall exist or would result from such Subsidiary within nine months of the date of such sale Disposition and during such Annual Period, (ii) the aggregate amount book value of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes all property Disposed of in reliance on this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on clause (h) from the Closing Date, provided Date through the Facility Termination Date shall not exceed $35,000,000 (excluding from such limitation the book value of any property that no unused portion is Disposed of in sale-leaseback transactions to the Annual Basket Amount for any Annual Period may be “carried over” extent the Net Cash Proceeds therefrom are used substantially contemporaneously with the receipt thereof to a subsequent Annual Periodprepay Term Loans outstanding hereunder pursuant to Section 2.05(b)(i)); provided, however, that any Disposition pursuant to clauses (a) through (ch) or clause (f) above shall be for fair market valuevalue and, in the case of Dispositions pursuant to clause (h) above, shall be for at least 75% cash consideration.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted TransfersDispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property (other than Borrowing Base Properties) to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property (other than Borrowing Base Properties) by any Subsidiary to CSI, the Borrower or to a wholly-owned Subsidiary (other than an Excluded Subsidiary unless the Disposing Party is also an Excluded Subsidiary); provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the CSI, Borrower or any other Guarantor; and provided further that if any Pledged Interests are the subject of such transfer, the transferee is or becomes, substantially simultaneously with such transfer, a Guarantorparty to a Pledge Agreement; (e) Dispositions permitted by Section 7.048.04; (f) Dispositions by CSI and its Subsidiaries of property (other than Borrowing Base Properties) pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $10,000,000 in any fiscal year; and (fg) Other sales non-exclusive licenses of assets intellectual property rights in an aggregate amount the ordinary course of business and substantially consistent with past practice for any Annual Period terms not exceeding five years; (h) subject to exceed the Annual Basket Amount; Section 8.08, and provided that in connection with a sale of assets in any Annual Period which reduces at the amount available under the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds time of such sale in Disposition and after giving effect thereto no Default or Event of Default exists or would result therefrom, any other useful assets Disposition (other than Disposition of the Borrower any Borrowing Base Property or such Subsidiary within nine months of the date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(fany Pledged Interests), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period; provided, however, that any Disposition pursuant to clauses (a) through (ch) or clause (f) above shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete obsolete, damaged, worn out, used or worn out propertysurplus property (including for purposes of recycling), whether now owned or hereafter acquired, acquired and Dispositions of property of the Borrower and the Restricted Subsidiaries that is no longer used or useful in the conduct of the business or economically practicable or commercially desirable to maintain; (b) Dispositions of property in the ordinary course of business; (b) Permitted Transfers; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; provided that to the extent the property being transferred constitutes Collateral such replacement property shall constitute Collateral; (d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Restricted Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor; (e) Dispositions permitted by Section 7.04; and7.02 (other than Section 7.02(o)), Section 7.04 (other than Section 7.04(h)) and Section 7.06 (other than Section 7.06(d)) and Permitted Liens; (f) Other sales Dispositions of assets in an aggregate amount property pursuant to Sale Leaseback Transactions; provided that (i) no Event of Default exists or would result therefrom (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Event of Default exists) and (ii) such Disposition shall be for any Annual Period not to exceed no less than the Annual Basket Amountfair market value of such property at the time of such Disposition; (g) Dispositions of Cash Equivalents; provided that in connection such Disposition shall be for no less than the fair market value of such property at the time of such Disposition; (h) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), which do not materially interfere with a sale the business of assets in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual Period, if the Borrower or and the Restricted Subsidiaries, taken as a whole; provided that such Subsidiary re-invests Disposition shall be for no less than the fair market value of such property at the time of such Disposition; (i) Dispositions of property subject to Casualty Events upon receipt of the net cash proceeds of such sale Casualty Event; (j) Dispositions; provided that: (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists), no Default shall exist or would result from such Disposition; (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in other useful assets excess of the Borrower or such Subsidiary within nine months greater of (A) 10.00% of Closing Date EBITDA and (B) 10.00% of TTM Consolidated Adjusted EBITDA as of the date of such sale and during such Annual Periodthe Disposition, the aggregate amount Borrower or any of the Restricted Subsidiaries shall receive not less than 75.00% of such proceeds reinvested shall increase consideration in the outstanding amount available under the Annual Basket Amount. For purposes form of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Periodcash or Cash Equivalents; provided, however, that any Disposition pursuant for the purposes of this clause (ii) each of the following shall be deemed to clauses be cash; (a) through any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing; (b) any securities received by such Borrower or Restricted Subsidiary from such transferee that are converted by such Borrower or Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty days following the closing of the applicable Disposition; and (c) or any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (fC) that is at that time outstanding, not in excess of the greater of (I) 20.00% of Closing Date EBITDA and (II) 20.00% of TTM Consolidated Adjusted EBITDA as of the date of the Disposition, 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; and (iii) such Disposition shall be for no less than the fair market value.value of such property at the time of such Disposition (this clause (j), the “General Asset Sale Basket”); (k) Dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the Joint Venture parties set forth in joint venture arrangements and similar binding arrangements; (l) Dispositions or discounts of accounts receivable and related assets in connection with the collection, compromise, settlement or factoring thereof; provided that any such dispositions in connection with factoring facilities shall not exceed $75,000,000 per annum; (m) Dispositions (including issuances or sales) of Equity Interests in, or Indebtedness owing to, or of other securities of, an Unrestricted Subsidiary; (n) Dispositions to the extent of any exchange of like property (excluding any boot thereon permitted by such provision) for use in any business conducted by the Borrower or any of the Restricted Subsidiaries to the extent allowable under Section 1031 of the Code (or comparable or successor provision); (o) Dispositions in connection with the unwinding of any Hedge Agreement; (p) Dispositions by the Borrower or any Restricted Subsidiary of assets in connection with the closing or sale of a facility in the ordinary course of business of the Borrower and its Restricted Subsidiaries, which consist of fee or leasehold interests in the premises of such facility, the equipment and fixtures located at such premises and the books and records relating exclusively and directly to the operations of such facility; provided that as to each and all such sales and closings, (i) no Event of Default shall result therefrom and (ii) such sale shall be on commercially reasonable prices and terms in a bona fide arm’s-length transaction; (q) Dispositions (including bulk sales) of the inventory of a Loan Party and not in the ordinary course of business in connection with facility closings, at arm’s length;

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete obsolete, surplus or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted TransfersDispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary in the form of an Investment permitted pursuant to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a GuarantorSection 7.03; (e) Dispositions permitted by Section 7.04; and; (f) Other sales Dispositions consisting of assets exclusive licenses permitted under Section 7.01(n), provided, however, that such exclusive licenses shall consist of licenses granted in an aggregate amount for any Annual Period the ordinary course of the Borrower’s or other Loan Parties’ business; (g) Dispositions by the Borrower and its Subsidiaries not to exceed the Annual Basket Amountotherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the book value of any property Disposed of in connection with a sale reliance on this clause (f) shall not exceed $1,000,000, (iii) the aggregate book value of assets all property Disposed of in reliance on this clause (f) in any Annual Period which reduces fiscal year shall not exceed $2,000,000, (iv) such Disposition is for fair market value, and (v) not less than 50% of the amount available under the Annual Basket Amount purchase price for such Annual Period, if asset shall be paid to the Borrower or such Subsidiary re-invests the proceeds of such sale in other useful assets of the Borrower or such Subsidiary within nine months of the date of such sale cash; (h) so long as no Default shall occur and during such Annual Periodbe continuing, the aggregate amount grant of such proceeds reinvested shall increase the outstanding amount available any option or other right to purchase any asset in a transaction that would be permitted under the Annual Basket Amount. For purposes provisions of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 ; and (i) leases of real or personal property in the ordinary course of business and “Annual Period” shall mean each successive period of twelve consecutive months commencing on in accordance with the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period; applicable Collateral Documents. provided, however, that any Disposition Dispositions made pursuant to clauses (aSection 7.05(a) through (cSection 7.05(i) or clause (f) of assets with a fair market value in excess of the Material Amount shall be for fair market value. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 7.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 7.05, such Collateral (unless sold to a Loan Party) shall be sold free and clear of the Liens created by the Collateral Documents, and, so long as the Borrower shall have provided the Administrative Agent such certifications or documents as Administrative Agent shall reasonably request in order to demonstrate compliance with this Section 7.05, the Administrative Agent shall take all actions they deem appropriate or that is reasonably requested by the Borrower in order to effect the foregoing.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted TransfersDispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Wholly-Owned Subsidiary to the Borrower or to a wholly-owned Subsidiaryany Wholly‑Owned Subsidiary thereof; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the a Borrower or a Guarantor; (e) Dispositions permitted by Section 7.04; and7.04(a) - (b); (f) Other sales Dispositions by the Borrower and its Wholly-Owned Subsidiaries of any property (whether in one transaction or in several related transactions), the aggregate fair market value of which is less than $25,000,000; provided, at the time of such Disposition, no Default shall exist or would result from such Disposition; or (g) Dispositions in which the fair market value of the assets in an aggregate amount for any Annual Period not subject to exceed such Disposition exceeds $25,000,000, if and to the Annual Basket Amount; provided extent that in connection (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, and (ii) the Borrower shall have delivered to the Administrative Agent written notice of a proposed or pending Disposition, together with a sale of assets in any Annual Period which reduces the amount available under the Annual Basket Amount for Pro Forma Compliance Certificate demonstrating that, upon giving effect to such Annual Periodproposed or pending Disposition, if on a pro forma basis, the Borrower or such Subsidiary re-invests the proceeds of such sale shall be in other useful assets compliance with all of the covenants contained in Section 7.11, and (iii) promptly (but no later than five (5) Business Days following the effective date of any such Disposition for which such notice and Pro Forma Compliance Certificate shall have previously been given), the Borrower or shall have delivered to the Administrative Agent written confirmation that the Disposition shall have occurred and that the calculations and other information set forth in such Subsidiary within nine months Pro Forma Compliance Certificate remain accurate, true and correct as of the effective date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing DateDisposition (or identifying any applicable differences, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual PeriodBorrower shall remain in compliance with the covenants contained in Section 7.11); provided, however, that any Disposition pursuant to clauses (a) through (cg) or above (excluding clause (fe)) shall be for fair market value, as reasonably determined by Borrower.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of assets no longer used or useful in the conduct of its business; (b) Permitted TransfersDispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned another Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor; (e) Dispositions permitted by Section 7.04Sections 7.02, 7.04 and 7.06; (f) Dispositions of IP Rights that (i) in the exercise of its reasonable business judgment, the Borrower has determined are not of material value to the business of the Borrower and its Subsidiaries, taken as a whole, and (ii) during the term of this Agreement have an aggregate value not exceeding $25,000,000; (g) Dispositions of cash or cash equivalents; (h) Disposition of property or assets as a result of any property subject to a casualty event or any condemnation or similar proceeding; (i) licenses, sublicenses, leases or subleases of real, personal or intellectual property entered into in the ordinary course of business; (j) the issuance or sale of shares of any Subsidiary’s Equity Interests to qualify directors if required by applicable law; (k) the sale or other disposition of the Borrower’s business units listed on Schedule 7.05; and (fl) Other sales of assets in an aggregate amount for any Annual Period Dispositions by the Borrower and its Subsidiaries not to exceed the Annual Basket Amountotherwise permitted under this Section 7.05; provided that the fair market value of property Disposed of in connection with a sale reliance on this clause (l) shall not exceed the greater of assets (A) 25% of the Consolidated Total Assets in the aggregate for any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds of such sale in other useful assets fiscal year of the Borrower or such Subsidiary within nine months (measured as of the applicable date of such sale the financial information most recently delivered to the Administrative Agent pursuant to Section 6.01(b)) and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean (B) $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, 25,000,000; provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period; provided, however, that any Disposition pursuant to clauses (a) through b), (c) or clause ), (f), (i), (k), and (l) shall be for fair market value.. 95

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out propertyequipment, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted TransfersDispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property (other than Mortgaged Properties) to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Restricted Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor; (e) Dispositions Liens, Investments, Restricted Payments and other transactions permitted by Section 7.047.01, 7.03, 7.04 or 7.06 to the extent constituting a Disposition; (f) Dispositions by the Borrower and its Restricted Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $75,000,000 from and after the Closing Date; (g) Dispositions by the Borrower and its Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (g) shall not exceed, the greater of (1) $800,000,000 and (2) 15% of Consolidated Total Assets, and (iii) the Borrower or such Restricted Subsidiary shall receive not less than 75% of the consideration from such Disposition in the form of cash or Eligible Securities solely in cash; (h) the Designated Dispositions; (i) so long as no Default shall occur and be continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(g); (j) Dispositions consisting of the issuance of Equity Interests for fair market value by a Joint Venture Subsidiary; provided that after giving Pro Forma Effect to any such Disposition (i) no Default or Event of Default shall have occurred and be continuing and (ii) (A) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with all of the covenants set forth in Section 7.11, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such Disposition had been consummated as of the first day of the fiscal period covered thereby and (B) on a Pro Forma Basis after giving effect to such Disposition, the Guarantor EBITDA Test and the Mortgage EBITDA Test shall be satisfied (and the Borrower shall have provided an officers’ certificate to the Administrative Agent demonstrating in reasonable detail compliance with the foregoing); (k) the purchase and sale or other transfer (including by capital contribution) of Receivables pursuant to Qualified Receivables Transactions permitted under Section 7.02(p). (l) leases of real property (other than Hospital Facilities, but including a lease of a portion of any such Hospital Facility (e.g. a gift shop) that (x) is immaterial to the operation thereof, (y) does not materially detract from the value of such Hospital Facility and (z) does not account for a material portion of the revenue generated by such Hospital Facility) or personal property in the ordinary course of business in an aggregate amount not to exceed 1.0% of Consolidated Total Assets at any time outstanding and which do not materially interfere with the business of the Borrower and its Restricted Subsidiaries; (m) sales or other dispositions of non-core assets acquired in a Permitted Acquisition; provided that such sales shall be consummated within 365 days of such Permitted Acquisition; (n) Dispositions (other than Dispositions of Hospital Facilities) by the Borrower and its Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition and (ii) the aggregate book value of all property Disposed of in reliance on this clause (n) shall not exceed $50,000,000; (o) any disposition of real property that results from a casualty or condemnation; (p) dispositions of Investments in joint ventures, to the extent required by, or made pursuant to buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; provided that the consideration received shall be in an amount at least equal to the fair market value thereof; and (fq) Other sales sales, forgiveness or other dispositions of assets accounts receivable in an aggregate amount for any Annual Period not to exceed the Annual Basket Amount; provided that ordinary course of business in connection with a sale of assets in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual Period, if the Borrower collection or such Subsidiary re-invests the proceeds of such sale in other useful assets of the Borrower or such Subsidiary within nine months of the date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Periodcompromise thereof; provided, however, that (i) any Disposition pursuant to clauses (a) through (c) or clause (f) this Section 7.05 shall be for fair market valuevalue and (ii) notwithstanding anything in this Section 7.05 or any other term of this Agreement or the other Loan Documents to the contrary, no Disposition (other than a Disposition to a Loan Party following which the Collateral Agent continues to have a perfected Lien on the assets subject to such Disposition to the extent the Collateral Agent had a perfected Lien on such assets immediately prior to such Disposition) of all or substantially all of the assets (or a majority of the Equity Interests) of a Guarantor or Disposition of a Mortgaged Property shall be permitted unless on a Pro Forma Basis after giving effect to such Disposition, the Guarantor EBITDA Test and the Mortgage EBITDA Test shall be satisfied (and the Borrower shall have provided an officers’ certificate to the Administrative Agent demonstrating in reasonable detail compliance with the foregoing).

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted TransfersDispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds Net Cash Proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Borrower Company or to a any wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor; (e) Dispositions permitted by Section 7.04; and; (f) Other sales Disposition of assets the Excluded Assets pursuant to the Excluded Transaction; (g) Dispositions by the Company or a Subsidiary that satisfy each of the following conditions and which shall not be deemed to be a Disposition under this clause (g) until all of the following conditions have been satisfied: (i) the Company shall have delivered a written notice to the Administrative Agent contemporaneously with the consummation of the Disposition in an aggregate amount for any Annual Period which the Company: (A) identifies the property that is the subject of the Disposition, (B) states the nature and terms of the transaction and the nature and use of the proceeds of the transaction, and (C) states that, within three hundred and sixty- five (365) days following the consummation of such Disposition, the entire proceeds of such Disposition (or portion thereof which has not been allocated by the Company to exceed the Annual Basket Amount; provided that clause (h) below), net of reasonable and ordinary transaction costs and expenses incurred in connection with such Disposition and any Indebtedness required by its terms to be repaid in connection with such Disposition, shall be applied to the acquisition by the Company or any Subsidiary of operating assets or Equity Interests of a sale Person which will become a Subsidiary and which owns operating assets and which operating assets will be used in the ordinary course of assets in any Annual Period which reduces business of the amount available under the Annual Basket Amount for such Annual PeriodCompany and its Subsidiaries, if the Borrower or such Subsidiary re-invests and (ii) the proceeds of such sale Disposition shall have been applied as described in other useful assets of such written notice; (h) Dispositions by the Borrower or such Subsidiary within nine months of Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the date time of such sale Disposition, no Default shall exist or would result from such Disposition and during such Annual Period, (ii) the aggregate amount book value of such proceeds reinvested all property Disposed of in reliance on this clause (h) shall increase the outstanding amount available under the Annual Basket Amount. For purposes not exceed 25% of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period Consolidated Tangible Net Worth as of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period; provided, however, that any Disposition pursuant to clauses (a) through (c) or clause (fh) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted TransfersDispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Wholly-Owned Subsidiary to the Borrower Borrower, any Wholly-Owned Subsidiary, or to a wholly-owned any Controlled Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor; (e) Dispositions permitted by Section 7.047.04(a) – (b); andor (f) Other sales Dispositions of assets in an aggregate amount for property by the Borrower to any Annual Period not to exceed the Annual Basket Amount; provided that in connection with a sale of assets in any Annual Period which reduces the amount available under the Annual Basket Amount for Wholly-Owned Subsidiary so long as such Annual PeriodWholly-Owned Subsidiary, if required to do so pursuant to the Borrower definition of Subsidiary Guarantor, becomes a Subsidiary Guarantor; or (g) (f) Dispositions by the Borrower, its Wholly-Owned Subsidiaries, and/or its Controlled Subsidiaries of any property in the ordinary course of business for fair market value (whether in one transaction or such Subsidiary re-invests in several related transactions); provided, at the proceeds time of such sale in other useful assets of the Borrower Disposition, no Default shall exist or would result from such Subsidiary within nine months of the date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual PeriodDisposition; provided, however, that any Disposition pursuant to clauses (a) through (cf) or above (excluding clause (fe)) shall be for fair market value, as reasonably determined by Borrower.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted Transfers; (c) Dispositions of equipment or real property to the extent that (i) such property equipment is exchanged for credit against the purchase price of similar replacement property equipment or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement propertyequipment; (dc) Dispositions of property by Borrower or any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor; (ed) Dispositions permitted by Section 7.04; andSections 8.04 and 8.06; (e) Sales of hydrocarbons, including pursuant to Advance Payment Contracts permitted by this Agreement and Swap Contracts, in the ordinary course of business; (f) Other sales Dispositions consisting of assets any compulsory pooling or unitization ordered by a Governmental Authority with jurisdiction over each Loan Party’s Mineral Interests in an aggregate amount for any Annual Period not to exceed its oil and gas properties; (g) Dispositions in connection with farm-outs participation or other similar agreements in the Annual Basket Amountordinary course of business of undeveloped acreage or undrilled depths and assignments in connection therewith; (h) Asset Dispositions; provided that (1) all of the consideration received in respect to such Asset Disposition shall be cash or oil and gas properties to be included in the Borrowing Base pursuant to Section 4.08, (2) the consideration received shall be equal to or greater than the fair market value thereof (as reasonably determined by the board of directors or a Responsible Officer of Borrower and if requested by Agent, Borrower shall deliver a certificate of a Responsible Officer of Borrower certifying to that effect), and (3) to the extent that the Recognized Value of the aggregate of all Asset Dispositions in any calendar year exceeds 5% of the then effective Borrowing Base, then the Borrowing Base shall be reduced by the amount of such excess; (i) leases, subleases, licenses or sublicenses of property other than Mortgaged Properties in the ordinary course of business and which do not materially interfere with the value of such property; (j) transfers of property subject to any condemnation or eminent domain (or deed in lieu thereof) upon receipt of the casualty proceeds of such event; (k) Dispositions in the ordinary course of business consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination of Borrower, are not material to the conduct of the business of Borrower and its Subsidiaries; (l) Dispositions of Investments in the Designated Investment Entities to the extent required by, or made pursuant to buy/sell arrangements between joint venture parties set forth in, joint venture arrangements and similar binding agreements; (m) Dispositions of overdue accounts receivable arising in the ordinary course of business, but only in connection with a sale the collection or compromise thereof; (n) Dispositions of assets cash equivalent Investments in any Annual Period which reduces the amount available under ordinary course of business; (o) Dispositions of oil and gas properties not covered in the Annual Basket Amount for such Annual Periodmost recent Reserve Report furnished to Agent; (p) voluntary terminations of Swap Contracts, if subject to the Borrower or such Subsidiary re-invests the proceeds provisions of such sale Section 4.03(b); (q) Dispositions of Equity Interests in other useful assets Diamondback Energy, Inc. owned as of the Borrower or such Subsidiary within nine months of the date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date; (r) Dispositions of contracts (and rights or interests therein or thereunder) or other arrangements constituting a release of natural gas interstate transportation capacity, provided that no unused which Dispositions do not (when considered cumulatively, and taken together with other related transactions and contractual arrangements) deprive Borrower of the benefit of any material portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual PeriodBorrower’s Mineral Interests; or (s) Dispositions of property constituting Investments permitted by Section 8.02. provided, however, that (1) any Disposition pursuant to clauses (ae), (g), (h), (n) through and (c) or clause (fo) shall be for fair market value, and (2) no Disposition pursuant to clauses (d), (f), (g), (h), (l) and (o) may be made if a Default shall exist or would result from such Disposition.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted TransfersDispositions of inventory and equipment in the ordinary course of business; (c) Dispositions of equipment equipment, Easements or real property Real Property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary Loan Party to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantorany other Loan Party; (e) Dispositions in the nature of Liens permitted by Section 7.01 or permitted by 7.03 or 7.04; (f) so long as no Default exists or would result therefrom, Dispositions of assets not otherwise permitted under this Section 7.05 if, determined as of the date of each such Disposition and after giving effect thereto, the aggregate book value of the assets sold under this subsection (f) in any fiscal year of the Borrower does not exceed 5% of Consolidated Net Tangible Assets; (g) Dispositions of accounts receivable in connection with the compromise, settlement or collection thereof; (h) Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Borrower or any Restricted Subsidiary; (i) Dispositions consisting of Restricted Payments permitted by Section 7.06; (j) Dispositions consisting of leases and licenses entered into by a Relevant Party as lessor or licensor, as applicable, and not interfering in any material respect with the ordinary conduct of business of the Relevant Parties; and (fk) Other sales Dispositions of assets in an aggregate amount for any Annual Period not Cash Equivalents prior to exceed the Annual Basket Amount; provided that in connection with a sale of assets in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds of such sale in other useful assets of the Borrower or such Subsidiary within nine months of the stated maturity date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amountthereof. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period; provided, however, that any Disposition pursuant to clauses (a) through (c) Section 7.05(c), or clause (fSection 7.05(f) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted TransfersDispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Borrower Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower Company or a GuarantorSubsidiary Guarantor that is the direct or indirect parent of the transferor; (e) Dispositions permitted by Section 7.04; and; (f) Other sales any sale or assignment of assets accounts receivable arising in an aggregate amount for the ordinary course of business (and any Annual Period not to exceed the Annual Basket Amount; provided that general intangibles, documents, instruments or records related thereto) made in connection with a sale supply chain finance arrangement involving the Company and/or any of assets in its Subsidiaries and a buyer of the products and/or services of the Company or its Subsidiaries (but not, for the avoidance of doubt, as part of any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual Period, if the Borrower securitization or such Subsidiary re-invests the proceeds of similarly structured transaction); provided that (i) any such sale in other useful assets of or assignment must be made without recourse for credit risk to the Borrower or such Subsidiary within nine months of the date of such sale Company and during such Annual Period, its Subsidiaries and otherwise on terms customary for supply chain finance arrangements and (ii) the aggregate amount of such proceeds reinvested accounts receivable sold, assigned, conveyed or otherwise transferred pursuant to this clause (f) in any fiscal quarter shall increase not exceed $50,000,000; (g) Dispositions by the outstanding amount available Company and its Subsidiaries not otherwise permitted under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, 7.05; provided that (i) at the time of such Disposition, no unused portion Default shall exist or would result from such Disposition and (ii) the aggregate fair market value of the Annual Basket Amount for property being Disposed of, when taken together with the aggregate fair market value of all other property Disposed of in reliance on this clause (g) while this Agreement is in effect, shall not exceed 15.0% of Consolidated Total Assets (determined at the time of any Annual Period may be “carried over” to a subsequent Annual Periodgiven Disposition as of the end of the most recently ended fiscal year); provided, however, that any Disposition pursuant to clauses (a) through (c), (f) or clause (fg) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted TransfersDispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property (i) by any Subsidiary to the Borrower Company or to a wholly-owned Subsidiary; provided that if at the time there exist any Guarantees in respect of the Obligations and the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower Company or a GuarantorSubsidiary Guarantor and (ii) that would be permitted as Investments under Section 7.02(g) or 7.02(j); (e) Dispositions permitted by Section 7.04; (f) Dispositions of Fluid Sciences (which is a reporting segment of the Company on the date hereof), or any portion thereof for the fair market value thereof; (g) the Disposition of accounts receivable pursuant to the Receivables Facility and any other receivables facility permitted by Section 7.03(h)(ii); (h) licenses of IP Rights on arm’s length terms; (i) the sale or issuance of any Subsidiary’s Capital Stock to the Company or any Subsidiary to the extent permitted under Section 7.02(g) or 7.02(j), and any transfer of Capital Stock of a Foreign Subsidiary from a Domestic Subsidiary to another Foreign Subsidiary; and (fj) Other sales of assets in an aggregate amount for any Annual Period Dispositions by the Company and its Subsidiaries not to exceed the Annual Basket Amountotherwise permitted under this Section 7.05; provided that in connection with a sale of assets in any Annual Period which reduces (i) at the amount available under the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds time of such sale Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in other useful assets reliance on this clause (j) through the Maturity Date shall not exceed 15% of the Borrower or such Subsidiary within nine months Consolidated Total Assets of the date of such sale Company and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion its Subsidiaries as of the Annual Basket Amount last day of the fiscal year for any Annual Period may be “carried over” which financial statements were most recently delivered pursuant to a subsequent Annual PeriodSection 6.01(a); provided, however, that any Disposition pursuant to the preceding clauses (a) through (c) or clause (fj) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete obsolete, surplus or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted TransfersDispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor; (e) Dispositions permitted by Section 7.04; (f) Dispositions by the Borrower and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $25,000,000 from and after the Closing Date; (g) non-exclusive licensing and cross-licensing arrangements involving technology or other Intellectual Property of the Borrower or a Subsidiary entered into in the ordinary course of business consistent with past practice and not interfering in any material respect in the business of the Borrower or any of its Subsidiaries; (h) Dispositions resulting from any casualty or condemnation of property or assets; (i) any consignment arrangements or similar arrangements for the sale of assets in the ordinary course of business; (j) the sale or discount of overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof; and (fk) Other sales of assets in an aggregate amount for any Annual Period Dispositions by the Borrower and its Subsidiaries not to exceed the Annual Basket Amountotherwise permitted under this Section 7.05; 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 fair market value of all property Disposed of in connection with a sale of assets reliance on this clause (k) in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds of such sale fiscal year shall not exceed $10,000,000 and in other useful assets of the Borrower or such Subsidiary within nine months of the date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean not exceed $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period; provided, however, that any Disposition pursuant to clauses (a) through (c) or clause (f) shall be for fair market value50,000,000.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: : (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; ; (b) Permitted Transfers; Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; ; (d) Dispositions of property by any Wholly-Owned Subsidiary to the Borrower Borrower, any Wholly-Owned Subsidiary, or to a wholly-owned any Controlled Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor; (e) Dispositions permitted by Section 7.047.04(a) – (b); and (f) Other sales Dispositions of assets in an aggregate amount for property by the Borrower to any Annual Period not to exceed the Annual Basket Amount; provided that in connection with a sale of assets in any Annual Period which reduces the amount available under the Annual Basket Amount for Wholly-Owned Subsidiary so long as such Annual PeriodWholly- Owned Subsidiary, if required to do so pursuant to the Borrower definition of Subsidiary Guarantor, becomes a Subsidiary Guarantor; or such Subsidiary re(g) Dispositions by the Borrower, its Wholly-invests Owned Subsidiaries, and/or its Controlled Subsidiaries of any property in the proceeds ordinary course of business for fair market value (whether in one transaction or in several related transactions); provided, at the time of such sale in other useful assets of the Borrower Disposition, no Default shall exist or would result from such Subsidiary within nine months of the date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual PeriodDisposition; provided, however, that any Disposition pursuant to clauses (a) through (cf) or above (excluding clause (fe)) shall be for fair market value, as reasonably determined by Borrower.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete obsolete, excess or worn out propertyproperty or property no longer used in the business of the Borrower or its Subsidiaries, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted TransfersDispositions of inventory or products in the ordinary course of business and the granting of any option or other right to purchase, lease or otherwise acquire inventory or products in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiaryany of its Subsidiaries; provided that if the transferor of such property is a GuarantorLoan Party, the transferee thereof must either be the Borrower or a GuarantorLoan Party; (e) Dispositions permitted by Section 7.04; and; (f) Other sales Dispositions by the Borrower and its Subsidiaries of assets property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed (i) $25,000,000 from and after the Closing Date or (ii) $5,000,000 in an aggregate amount for any Annual Period fiscal year; (g) leases, subleases, licenses or sublicenses of real or personal property in the ordinary course of business, in each case that do not to exceed materially interfere with the Annual Basket Amountbusiness of the Borrower and its Subsidiaries; (h) additional Dispositions by the Borrower and its Subsidiaries; provided that (i) at the time of such Disposition, no Event of Default shall exist or would result from such Disposition, (ii) the aggregate fair market value of all property Disposed of in connection with a sale of assets in any Annual Period which reduces reliance on this clause (h) shall not exceed $150,000,000 and (iii) the amount available under the Annual Basket Amount purchase price for such Annual Period, if asset shall be paid to the Borrower or such Subsidiary re-invests at least 75% in cash; (i) so long as no Event of Default shall occur and be continuing, the proceeds grant of such sale any option or other right to purchase any asset in other useful assets a transaction that would be permitted under the provisions of Section 7.05(h); (j) Disposition of Cash Equivalents; (k) Disposition of Qualified Equity Interests of the Borrower otherwise permitted hereunder; (l) discounts or such Subsidiary within nine months forgiveness of accounts receivable in the ordinary course of business and/or sales thereof in connection with collection or compromise thereof; (m) cancellations of any intercompany Indebtedness among the Loan Parties or among the non-Loan Parties; (n) subject to the provisions in the Security Agreement, Dispositions in the ordinary course of business consisting of the date abandonment of intellectual property rights (other than any Material Intellectual Property) which, in the good faith determination of the Borrower, are not material to the conduct of the business of the Borrower and its Subsidiaries; (o) to the extent required by applicable law, the sale or other disposition of a nominal amount of Equity Interests in any Foreign Subsidiary in order to qualify members of the board of directors or equivalent governing body of such sale and during Person; (p) transfer of property subject to Casualty Events upon receipt of the Net Cash Proceeds of such Annual PeriodCasualty Event; (q) dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the aggregate amount joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) Investments permitted by Section 7.03 and Restricted Payments permitted under Section 7.06; and (s) Disposition of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion Subsidiaries of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual PeriodBorrower listed in Schedule 7.05 ; provided, however, that any Disposition pursuant to clauses Section 7.05 (aexcept pursuant to Sections 7.05(e), (l), (m), (n), (o), (p), (r) through and (cs) and except for Disposition made from a Loan Party to another Loan Party or clause (ffrom a non-Loan Party to another non-Loan Party) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business, and Dispositions of property deemed to be no longer useful in the conduct of the business of the Borrower or any of its Subsidiaries in the ordinary course of business and as determined in the Borrower's commercially reasonable judgment; (b) Permitted TransfersDispositions of inventory and allowing any registrations or any applications for registration of any intellectual property to lapse or go abandoned, in each case, in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such any property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor and (ii) any property of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantorwholly-owned Subsidiary to a Subsidiary or Special Entity, provided that, if there exists any Event of Default at the time of any such Disposition or as a result of giving effect to any such Disposition, such Disposition under subsection (ii) hereof must be sales of property on fair and reasonable terms, in the ordinary course of business and consistent with past practices; (d) to the extent such transactions constitute Dispositions, the transactions expressly permitted by Sections 7.02(e), 7.04(a), (b), (c) and (d) and 7.06; (e) in addition to Dispositions permitted by subsections (a), (b), (c) and (d) preceding, so long as (i) no Default exists at the time the contractual obligation to make such Dispositions is entered into by the Borrower or its Subsidiaries, (ii) the Borrower is in pro-forma compliance with each of the covenants in Section 7.047.10 after giving effect to any such proposed Disposition, (iii) in each case such Disposition shall be for aggregate fair value (which shall be the price at which the Board of Directors of the relevant Person shall have agreed to sell such assets in an arm's length transaction to an independent third party buyer which is not an Affiliate) and (iv) such Disposition (or series of Dispositions) shall not be of all or substantially all of the assets of the Borrower, the Borrower and its Subsidiaries may make any Disposition; (f) in addition to Dispositions permitted by subsections (a), (b), (c), (d) and (e) preceding, so long as (i) no Event of Default under Section 8.01(a) exists before and immediately after giving effect to any such Dispositions, (ii) the Outstanding Amounts of all Committed Loans, Swing Line Loans and Unreimbursed Amounts (including all L/C Borrowings) on any date of any Disposition are not more than zero, (iii) such Disposition is for fair value (which shall be the price at which the Board of Directors of the relevant Person shall have agreed to sell such assets in an arm's length transaction to an independent third party buyer which is not an Affiliate) and (iv) the aggregate amount available to be drawn under all outstanding Letters of Credit has been Cash Collateralized, the Borrower and its Subsidiaries may make any Disposition (except Dispositions of all or substantially all of the assets of the Borrower); (g) in addition to Dispositions permitted by subsections (a), (b), (c), (d), (e) and (f) preceding, so long as (i) 100% of the Net Proceeds of each such Disposition are used by the Borrower immediately upon receipt thereof to (A) prepay the Outstanding Amounts of all Committed Loans, Swing Line Loans and Unreimbursed Amounts (including all L/C Borrowings) and (B) to the extent there remain any Net Proceeds after all Outstanding Amounts referenced in subsection (A) above have been reduced to zero, to Cash Collateralize the aggregate amount available to be drawn under all outstanding Letters of Credit until all outstanding Letters of Credit have been fully Cash Collateralized, (ii) such Disposition is for fair value (which shall be the price at which the Board of Directors of the relevant Person shall have agreed to sell such assets in an arm's length transaction to an independent third party buyer which is not an Affiliate) and (iii) the Aggregate Commitments are concurrently, automatically and permanently reduced by the full amount of the Net Proceeds (and the Borrower delivers a written acknowledgement to the Administrative Agent of a concurrent automatic permanent reduction of the Aggregate Commitments in the amount of the Net Proceeds (regardless of whether there exist at any such time any Outstanding Amounts or any outstanding Letters of Credit)), the Borrower and its Subsidiaries may make any Disposition (except Dispositions of all or substantially all of the assets of the Borrower); and (h) in addition to Dispositions permitted by subsections (a), (b), (c), (d), (e), (f) Other sales and (g) preceding, Dispositions consisting of assets in an aggregate amount for any Annual Period not to exceed the Annual Basket Amount; provided that in connection with a sale of assets in any Annual Period which reduces the amount available under the Annual Basket Amount Cash Equivalents for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds of such sale in other useful assets of the Borrower or such Subsidiary within nine months of the date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amountcash. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period; provided, however, that any Disposition pursuant to clauses in each case of subsections (a) through (cg) above and notwithstanding anything in this Section 7.05 or clause (f) otherwise herein or in any Loan Documents, each such Disposition shall be be, in Borrower's commercially reasonable judgment, for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted TransfersDispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor; (e) Dispositions permitted by Section 7.04; (f) Reserved; (g) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years; and (fh) Other sales of assets in an aggregate amount for any Annual Period Dispositions by the Borrower and its Subsidiaries not to exceed the Annual Basket Amountotherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate net book value of all property Disposed of in connection with a sale reliance on this clause (h) (y) after the date of this Agreement shall not exceed fifteen percent (15%) of the net book value of the consolidated assets in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual Period, if of the Borrower or such Subsidiary re-invests and its Subsidiaries and (z) during any twelve (12) month period shall not exceed five percent (5%) of the net book value of the consolidated assets of the Borrower and its Subsidiaries as of the last day of the preceding fiscal year, and (iii) the proceeds of such sale Disposition are applied as a mandatory prepayment against the Loans in other useful assets of the Borrower or such Subsidiary within nine months of the date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this accordance with Section 7.05(f2.07(b), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period; provided, however, that any Disposition pursuant to clauses subsections (a) through (c) or clause (fh) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted TransfersDispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property used or useful in the business of the Company and its Subsidiaries or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Borrower Company or to a wholly-owned Subsidiary; provided that (i) if the transferor of such property is a GuarantorLoan Party, the transferee thereof must either be a Loan Party or become a Loan Party and (ii) if the Borrower or transferor is a GuarantorDomestic Loan Party, then the transferee must be a Domestic Loan Party; (e) Dispositions permitted by Section 7.04; (f) other than as set forth on Schedule 7.05, non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years; (g) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition and (ii) the aggregate book value of all property Disposed of in reliance on this clause (g) in any fiscal year shall not exceed the greater of (A) $5,000,000 (provided that such amount shall be increased to $7,000,000 for the fiscal year in which the remaining assets of Company X are sold) and (B) 1% of the total assets (calculated based on book value) of the Company and its Subsidiaries, calculated as of the first day of such fiscal year; (h) any Foreign Subsidiary of the Company may sell or dispose of Equity Interests in such Subsidiary to qualify directors where required by applicable Law or to satisfy other requirements of applicable Law with respect to the ownership of Equity Interests in Foreign Subsidiaries; (i) the rental, lease or sublease of real property or equipment in the ordinary course of business; (j) transfers of property subject to Casualty Events; (k) Dispositions in the ordinary course of business consisting of the abandonment, cancellation, non-renewal or discontinuance of IP Rights which, in the reasonable good faith determination of the Company, is desirable in the conduct of the business of the Company and its Subsidiaries and not materially disadvantageous to the interests of the Lenders; (l) each Loan Party and each of its Subsidiaries may surrender or waive contractual rights and settle or waive contractual or litigation claims in the ordinary course of business; (m) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (n) to the extent constituting a Disposition, transactions otherwise expressly permitted under Sections 7.01, 7.02 or 7.06; and (fo) Other sales of assets in an aggregate amount for any Annual Period not to exceed the Annual Basket Amount; provided that in connection with extent constituting a sale of assets in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds of such sale in other useful assets of the Borrower or such Subsidiary within nine months of the date of such sale and during such Annual PeriodDisposition, the aggregate amount issuance by the Company of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Periodits Equity Interests; provided, however, that any Disposition pursuant to clauses (a) through (co) (except for Dispositions pursuant to Sections 7.05(e), (h), (j), (k), (l) or clause (fm)) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted TransfersDispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor; (e) Dispositions permitted by Section 7.04; and (f) Other sales of assets in an aggregate amount for any Annual Period Dispositions by the Borrower and its Subsidiaries not to exceed the Annual Basket Amountotherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition and (ii) the aggregate book value of all property Disposed of in connection with a sale of assets reliance on this clause (f) shall be less than (x) in any Annual Period which reduces fiscal year, 15% of Consolidated Total Assets at the amount available under the Annual Basket Amount for time such Annual Period, if the Borrower Disposition is made (or such Subsidiary re-invests agreement to make such Disposition is entered into) and (y) in the proceeds aggregate, 25% of Consolidated Total Assets at the time such sale in other useful assets of the Borrower Disposition is made (or such Subsidiary within nine months of the date of agreement to make such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(fDisposition is entered into), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period; provided, however, that the Borrower or such Subsidiary shall receive commercially reasonable consideration, in the Borrower's reasonable discretion, for any Disposition made pursuant to clauses (ab) through (c) or clause (f) shall be for fair market value).

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete damaged, obsolete, unusable or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted TransfersDispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Borrower or by the Borrower or any Subsidiary to a wholly-owned SubsidiarySubsidiary or any other Subsidiary which has satisfied all the applicable requirements of Section 6.14; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor; (e) Dispositions permitted by Section 7.04; (f) the Specified Disposition and other Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05; provided, in each case, that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition and (ii) the aggregate book value of all property Disposed of in reliance on this clause (f) after the Closing Date (other than property Disposed of in the Specified Disposition) shall not exceed $10,000,000; (g) Dispositions by any Foreign Subsidiary to another Foreign Subsidiary; provided, that any such Disposition by a Direct Foreign Subsidiary shall only be to another Direct Foreign Subsidiary; (h) licenses of IP Rights by the Borrower or any Subsidiary in the ordinary course of business; and (fi) Other sales of assets in an aggregate amount for any Annual Period not to exceed the Annual Basket Amount; provided that in connection with a sale of assets in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual Period, if Dispositions by the Borrower or any Subsidiary consisting of leases and subleases of real property solely to the extent that such Subsidiary re-invests real property is not necessary for the proceeds normal conduct of such sale in other useful assets operations of the Borrower or such Subsidiary within nine months of the date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual PeriodSubsidiary; provided, however, that any Disposition pursuant to clauses (a) through (c) or clause (fi) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete obsolete, damaged, worn out, used or worn out propertysurplus property (including for purposes of recycling), whether now owned or hereafter acquired, acquired and Dispositions of property of the Borrowers and the Restricted Subsidiaries that is no longer used or useful in the conduct of the business or economically practicable or commercially desirable to maintain; (b) Dispositions of property in the ordinary course of business; (b) Permitted Transfers; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; provided that to the extent the property being transferred constitutes Collateral such replacement property shall constitute Collateral; (d) Dispositions of property by any Subsidiary to the a Borrower or to a wholly-owned Restricted Subsidiary; provided that if the transferor fair market value (as determined by the US Borrower in good faith) of such property any Disposition to a Restricted Subsidiary that is a GuarantorNon-Loan Party, when aggregated with the transferee thereof must either be fair market value of all other Dispositions to Restricted Subsidiaries that are Non-Loan Parties incurred pursuant to this clause (d), does not exceed the Borrower or a Guarantorgreater of (A) 50% of Closing Date EBITDA and (B) 50% of TTM Consolidated Adjusted EBITDA as of the applicable date of determination; (e) Dispositions permitted by Section 7.04; and7.02 (other than Section 7.02(o)), Section 7.04 (other than Section 7.04(h)) and Section 7.06 (other than Section 7.06(d)) and Permitted Liens (other than Section 7.01(l)(i)); (f) Other sales Dispositions of assets in an aggregate amount for any Annual Period not property pursuant to exceed the Annual Basket AmountSale Leaseback Transactions; provided that in connection with (i) no Event of Default exists or would result therefrom (other than any such Disposition made pursuant to a sale legally binding commitment entered into at a time when no Event of assets in any Annual Period which reduces Default exists) and (ii) such Disposition shall be for no less than the amount available under the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds fair market value of such sale in other useful assets property at the time of such Disposition; (g) Dispositions of Cash Equivalents; provided, that such Disposition shall be for no less than the fair market value of such property at the time of such Disposition; (h) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), which do not materially interfere with the business of the Borrower Borrowers and the Restricted Subsidiaries, taken as a whole; provided, that such Disposition shall be for no less than the fair market value of such property at the time of such Disposition; (i) Dispositions of property subject to Casualty Events; (j) Dispositions; provided that: (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists), no Default shall exist or would result from such Subsidiary within nine months Disposition; (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of the greater of 7.5% of Closing Date EBITDA and 7.5% of TTM Consolidated Adjusted EBITDA as of the date of such sale and during such Annual Periodthe Disposition, a Borrower or any of the aggregate amount Restricted Subsidiaries shall receive not less than 75% of such proceeds reinvested shall increase consideration in the outstanding amount available under the Annual Basket Amount. For purposes form of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Periodcash or Cash Equivalents; provided, however, that for the purposes of this clause (ii) each of the following shall be deemed to be cash; (A) any liabilities (as shown on such Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of such Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrowers and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing; (B) any securities received by such Borrower or Restricted Subsidiary from such transferee that are converted by such Borrower or Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty days following the closing of the applicable Disposition; and (C) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to clauses (a) through (c) or this clause (fC) that is at that time outstanding, not in excess of the greater of (I) 15% of Closing Date EBITDA and (II) 15% of TTM Consolidated Adjusted EBITDA as of the date of the Disposition, 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; and (iii) such Disposition shall be for no less than the fair market value of such property at the time of such Disposition (this clause (j), the “General Asset Sale Basket”); (k) Dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the Joint Venture parties set forth in joint venture arrangements and similar binding arrangements; (l) Dispositions or discounts of accounts receivable and related assets in connection with the collection, compromise or factoring thereof; (m) Dispositions (including issuances or sales) of Equity Interests in, or Indebtedness owing to, or of other securities of, an Unrestricted Subsidiary; (n) Dispositions to the extent of any exchange of like property (excluding any boot thereon permitted by such provision) for use in any business conducted by a Borrower or any of the Restricted Subsidiaries to the extent allowable under Section 1031 of the Code (or comparable or successor provision); (o) Dispositions in connection with the unwinding of any Hedge Agreement; (p) Dispositions by a Borrower or any Restricted Subsidiary of assets in connection with the closing or sale of a facility in the ordinary course of business of the Borrowers and the Restricted Subsidiaries, which consist of fee or leasehold interests in the premises of such facility, the equipment and fixtures located at such premises and the books and records relating exclusively and directly to the operations of such facility; provided that as to each and all such sales and closings, (i) no Event of Default shall result therefrom and (ii) such sale shall be on commercially reasonable prices and terms in a bona fide arm’s-length transaction; (q) Dispositions (including bulk sales) of the inventory of a Loan Party not in the ordinary course of business in connection with facility closings, at arm’s length; (r) Disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing, provided, that such Disposition shall be for no less than the fair market value of such property at the time of such Disposition; (s) the lapse, abandonment or discontinuance of the use or maintenance of any Intellectual Property if determined by a Borrower or any Restricted Subsidiary in its reasonable business judgment that such lapse, abandonment or discontinuance is desirable in the conduct of a Borrower’s or any Restricted Subsidiary’s business (as applicable); (t) Disposition of any property or asset with a fair market value not to exceed with respect to any transaction the greater of (i) 5.0% of Closing Date EBITDA and (ii) 5.0% of TTM Consolidated Adjusted EBITDA as of the date of the Disposition; (u) Disposition of assets acquired in a Permitted Acquisition or other Investment permitted hereunder that the US Borrower determines will not be used or useful in the business of the Borrowers and their Subsidiaries; and (v) Dispositions of Excluded Assets by Non-Loan Parties and Dispositions of Excluded Assets by Loan Parties, in each case, for fair market value. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and, if requested by the Administrative Agent, upon the certification by the US Borrower that such Disposition is permitted by this Agreement, and without limiting the provisions of Section 10.11 the Administrative Agent shall be authorized to, and shall, take any actions reasonably requested by the US Borrower in order to effect the foregoing (and the Lenders hereby authorize and direct the Administrative Agent to conclusively rely on any such certification by the US Borrower in performing its obligations under this sentence).

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out propertyProperty, whether now owned or hereafter acquired, in the ordinary course Ordinary Course of businessBusiness; (b) Permitted TransfersDispositions of Inventory in the Ordinary Course of Business; (c) Dispositions of equipment or real property Equipment to the extent that (i) such property Property is exchanged for credit against the purchase price of similar replacement property Property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement propertyProperty; (d) Dispositions of property Property by a Borrower or any Subsidiary to the a US Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property Property is a Borrower or a Guarantor, the transferee thereof must either be the a US Borrower or a Guarantor; (e) Dispositions permitted by Section 7.02 or Section 7.04; and; (f) Other sales non-exclusive or exclusive (within defined fields of assets application) licenses of IP Rights in an aggregate amount for any Annual Period not to exceed the Annual Basket AmountOrdinary Course of Business and substantially consistent with past practice; provided that such licenses are granted on an arm’s length basis and to Persons other than Affiliates of the Borrowers; (g) Dispositions of IP Rights that are Non-Material Intellectual Property; provided that at the time of such Disposition, no Event of Default shall exist or would result from such Disposition; (h) Dispositions of Real Estate (other than the Eligible Real Estate Assets and appurtenant real estate) owned by any Borrower or Subsidiary that is no longer used in the Ordinary Course of Business; provided that at the time of such Disposition, no Default shall exist or would result from such Disposition; (i) a Disposition pursuant to a sale-leaseback of any Equipment or Real Estate (including buildings or other fixtures thereon) of the Borrowers or any Subsidiary (other than the Eligible Real Estate Assets and appurtenant real estate thereto); provided that at the time of such Disposition, no Default shall exist or would result from such Disposition; (j) sales of Accounts of Non-Loan Party Subsidiaries in connection with a sale of assets in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual Period, if the Borrower one or such Subsidiary re-invests the proceeds of such sale in other useful assets of the Borrower or such Subsidiary within nine months of the date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Periodmore foreign securitization programs; provided, however, that the aggregate face amount of the Accounts sold (less the applicable discount), together with all Indebtedness outstanding under Section 7.03(f), shall not exceed $75,000,000 in the aggregate at any time outstanding; and (k) Dispositions by the Borrowers and their Subsidiaries not otherwise permitted under this Section 7.05, other than Dispositions of Borrowing Base Collateral; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all Property Disposed of in reliance on this clause (j) in any fiscal year shall not exceed $25,000,000 and (iii) at least 75% of the consideration for Property disposed of pursuant to this clause (j) with a fair market value in excess of $5,000,000 shall consist of cash or Cash Equivalents; provided, however, that (x) any Disposition pursuant to clauses (a) through (c) or clause (fk) shall be for fair market value, (y) with respect to clauses (a) through (i), at least 75% of the consideration therefor shall consist of cash or Cash Equivalents and (z) with respect to clause (j), one hundred percent (100%) of the consideration therefor shall consist of cash or Cash Equivalents.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: : (a) Permitted Transfers; (b) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted Transfers; ; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property property, or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; ; (d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor; (e) Dispositions permitted by Section 7.04; and (e) Dispositions of property in a Sale and Leaseback Transaction that is permitted by Section 7.13; (f) Other sales transfers of assets in an aggregate amount for any Annual Period not property subject to exceed Involuntary Dispositions (if consensual, upon receipt of the Annual Basket Amount; provided that in connection with a sale of assets in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests the net cash proceeds of such sale Involuntary Disposition); and (g) other Dispositions so long as (i) no Default or Event of Default shall have occurred and be continuing at the time of such Disposition or would result therefrom, (ii) at least seventy-five percent (75%) of the consideration paid in other useful assets connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the transaction and shall be in an amount not less than the fair market value of the property disposed of (provided, that, for the purposes of this clause (ii), any liabilities (as shown on the Borrower’s most recent balance sheet provided hereunder) of the Borrower or the applicable Subsidiary (other than liabilities that are by their terms subordinated to the Secured Obligations) that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and its Subsidiaries shall have been validly released by all applicable creditors in writing (unless such release is not required in order for the Borrower or the applicable Subsidiary within nine months to be fully released for all of the date of their obligations with respect to such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period; provided, however, that any Disposition pursuant to clauses (a) through (c) or clause (fIndebtedness) shall be for fair market valuedeemed to be cash), (iii) such transaction does not involve the sale or other disposition of a minority Equity Interests in any wholly-owned Subsidiary, (iv) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other property concurrently being disposed of in a transaction otherwise permitted under this Section, and (v) the aggregate net book value of all of the assets sold or otherwise Disposed of by the Loan Parties and their Subsidiaries in all such transactions (A) occurring in any fiscal year shall not exceed $10,000,000, and (B) occurring after the ClosingFirst Amendment Effective Date shall not exceed $20,000,000.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted Transfers; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor; (e) Dispositions permitted by Section 7.04; and (f) Other sales of assets in an aggregate amount for any Annual Period not to exceed the Annual Basket Amount; provided that in connection with a sale of assets in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds of such sale in other useful assets of the Borrower or such Subsidiary within nine months Within 2 Business Days of the date of receipt by Parent Borrower or any of its Restricted Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent Borrower or the applicable Restricted Subsidiary of Collateral (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (i), (j), (k), (l), (m), (n), (o), (q), (r) or (s) of the definition of Permitted Dispositions), subject to the terms of the Intercreditor Agreement, Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f) in an amount equal to 100% of such sale Net Cash Proceeds (including condemnation awards and during payments in lieu thereof) received by such Annual PeriodPerson in connection with such sales or dispositions; provided however, that, notwithstanding the foregoing, (1) unless an Activation Instruction has been given by the Agent (which has not been rescinded), no prepayment shall be required until the aggregate amount Net Cash Proceeds received in any 12-month period exceeds $5 million and (2) in the case of Net Cash Proceeds constituting proceeds of Note Collateral, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, Parent Borrower may, at its option apply such funds to (x) (1) repay the Term Loan Facility and/or other Pari Passu Lien Obligations (as defined in the Term Loan Facility Credit Agreement), (2) repay Indebtedness of a Restricted Subsidiary that is not a Guarantor of the Term Loan Facility, or (3) make a Collateral Waivable Mandatory Prepayment (as defined in the Term Loan Facility Credit Agreement), in each case, pursuant to Section 4.4(b)(ii) the Term Loan Facility Credit Agreement, or (y) purchase Replacement Assets, so long as (I) Parent Borrower shall have given Agent prior written notice of its intention to apply such monies to the costs of Replacement Assets, and (II) Parent Borrower or the applicable Restricted Subsidiary, as applicable, complete such replacement, purchase, or construction within 365 days after the initial receipt of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Periodmonies; provided, however, that any Disposition Net Cash Proceeds remaining after having been applied as set forth in subclauses (x) and (y) above shall be applied to prepay the outstanding principal amount of the Obligations pursuant to clauses (aSection 2.4(f) through (c) or clause (fof the Agreement. Nothing contained in this Section 2.4(e)(ii) shall be for fair market valuepermit Parent Borrower or any of its Restricted Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted TransfersDispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor; (e) Dispositions permitted by Section 7.04; andthe Borrower of LNP Receivables and SOW Receivables pursuant to the Receivables Transfer Agreement dated as of November 2, 2001; (f) Other sales of assets in an aggregate amount for any Annual Period Dispositions permitted by Section 8.04; (g) Dispositions by the Borrower and its Subsidiaries not to exceed the Annual Basket Amountotherwise permitted under this Section 8.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition and (ii) the aggregate book value of all property Disposed of in connection with a sale of assets reliance on this clause (g) in any Annual Period which reduces fiscal year shall not exceed $1,000,000; (h) Dispositions consisting of any sublease of the amount available under the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds of such sale in other useful assets offices of the Borrower or such Subsidiary within nine months of its Subsidiaries in Washington, D.C. and Chicago, Illinois in connection with the date closure of such sale offices by the Borrower and during such Annual Period, the aggregate amount Subsidiaries; (i) Dispositions by the Borrower and its Subsidiaries consisting of such proceeds reinvested shall increase licenses of software in the outstanding amount available under the Annual Basket Amount. For purposes ordinary course of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Periodbusiness; provided, however, that any Disposition pursuant to clauses (a) through (c) or clause and (f) and (g) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out propertyproperty or property no longer used or useful in the business of the Borrower and its Subsidiaries, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted TransfersDispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor; (ed) Dispositions permitted by Section 7.048.04; (e) to the extent not prohibited by Section 8.08, licenses of IP Rights in the ordinary course of business and substantially consistent with past practices; (i) Dispositions at a discount of accounts receivable of the Borrower and the Guarantors for cash consideration or consideration in the form of promissory notes; provided, that the value of the accounts receivable sold pursuant to this clause (f)(i) shall not exceed $10,000,000 in the aggregate during the term of this Agreement and (ii) Dispositions at a discount of accounts receivable of the Foreign Subsidiaries for cash consideration or consideration in the form of promissory notes; provided, that the value of the accounts receivable sold pursuant to this clause (f)(ii) shall not exceed $5,000,000 in any Fiscal Year; (g) Dispositions permitted as Investments pursuant to Section 8.02; (h) so long as no Default shall have occurred and be continuing, other Dispositions so long as after giving effect to such Disposition the aggregate cash proceeds for all such Dispositions made since the Closing Date is at least 50% of the total consideration for all such Dispositions and the aggregate consideration for all such Dispositions does not exceed $12,500,000 in any year or $25,000,000 in the aggregate for all such Dispositions; (i) any Subsidiary (other than a Domestic Subsidiary) may make limited recourse sales of accounts receivable in connection with the securitization thereof, which sales are non-recourse to the extent customary in securitizations; and (fj) Other sales of assets in an aggregate amount for any Annual Period not to exceed the Annual Basket Amount; provided that in connection with a sale of assets in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds of such sale in other useful assets of the Borrower or such Subsidiary within nine months of the date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Dispositions permitted by Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period8.13; provided, however, that any Disposition pursuant to clauses (ab) through (c) or clause (fj) shall be for fair market value; provided further that in the case of Dispositions of assets pursuant to clauses (h), (i) and (j), the Borrower shall apply the Net Cash Proceeds from such sale to the prepayment the Loans in accordance with the terms of Section 2.06(a), subject to the reinvestment provisions contained in such Section 2.06(a).

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of surplus, obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted TransfersDispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary Group Member to the Borrower or to a wholly-owned Subsidiaryanother Group Member; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor; (e) Dispositions permitted by Section 7.04; (f) non-exclusive licenses of IP Rights in the ordinary course of business; (g) Dispositions by the Borrower and Group Members not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition and (ii) the aggregate book value of all property Disposed of in reliance on this clause (g) shall not exceed in the aggregate, on the date of such Disposition, including any Disposition to be made on such date of determination, ten percent (10%) of the Borrower’s consolidated total assets; (h) Dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business; (i) The abandonment, termination or other Disposition of IP Rights in the ordinary course of business; and (fj) Other sales Dispositions or use of assets cash and cash equivalents in an aggregate amount for any Annual Period not to exceed the Annual Basket Amount; provided that in connection with a sale ordinary course of assets in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds of such sale in other useful assets of the Borrower or such Subsidiary within nine months of the date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Periodbusiness; provided, however, that any Disposition pursuant to clauses (a) through ), (b), (c) or clause ), (f), (g) and (j) shall be for fair market value.

Dispositions. Make Xxxxxxxxx will not, and will not cause or permit any of its Subsidiaries to, make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted TransfersDispositions of inventory and in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by Xxxxxxxxx or any Subsidiary of Xxxxxxxxx (i) to the Borrower Xxxxxxxxx or to a whollyWholly-owned Subsidiary; provided Owned Subsidiary of Xxxxxxxxx that if the transferor of such property is a GuarantorDomestic Subsidiary or (ii) to a joint venture, any Wholly-Owned Subsidiary of Xxxxxxxxx that is a Foreign Subsidiary or to a non-Wholly-Owned Subsidiary of Xxxxxxxxx to the transferee thereof must either be the Borrower or a Guarantorextent constituting an Investment permitted by Section 7.03(h); (e) Dispositions permitted by Section 7.04; (f) Dispositions of Cash Equivalents and Eligible Investments in the ordinary course of business; (g) the sale, assignment, transfer, Disposition, discount or forgiveness of accounts receivable in the ordinary course of business or in connection with the collection or compromise thereof; and (fh) Other sales in addition to the Dispositions permitted by clause (a) through clause (g) of assets in an aggregate amount for this Section 7.05, Dispositions of property of Xxxxxxxxx or any Annual Period not to exceed the Annual Basket AmountSubsidiary, including Equity Interests of any Subsidiary; provided that such Dispositions consummated during the term of this Agreement in connection with a sale the aggregate do not exceed twenty-five percent (25%) of assets in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds of such sale in other useful total assets of the Borrower or such Subsidiary within nine months Xxxxxxxxx and its Subsidiaries as of the date Closing Date; provided further that to the extent the property subject to any such Disposition represents more than five percent (5%) of such sale the total assets of Xxxxxxxxx and during such Annual Period, the aggregate amount its Subsidiaries as of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that (i) no unused portion Default or Event of Default shall have occurred and be continuing and (ii) after giving effect to each such Disposition, Xxxxxxxxx shall be in pro forma compliance with the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Periodcovenants set forth in Section 7.12 of this Agreement; provided, however, that any Disposition pursuant to clauses (a) through (ch) or clause (f) of property having a book value in excess of $25,000,000 shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete obsolete, expired or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted TransfersDispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Restricted Subsidiary to the Borrower or to a wholly-owned Restricted Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor; (e) Dispositions To the extent constituting Dispositions, Investments permitted by Section 7.04; and7.037.03; (f) Other sales the Borrower and its Restricted Subsidiaries may sell assets (other than the capital stock or other Equity Interests of any Wholly-Owned Subsidiary, unless all of the capital stock or other Equity Interests of such Wholly-Owned Subsidiary are sold in accordance with this clause (f)), so long as (i) no Default or Event of Default then exists or would result therefrom, (ii) if the Fair Market Value of the assets subject to any such Disposition is in excess of $15,000,000, each such sale is in an aggregate amount for arm’s-length transaction and the Borrower or the respective Restricted Subsidiary receives at least Fair Market Value, (iii) if the Fair Market Value of the assets subject to any Annual Period not to exceed such Disposition is in excess of $15,000,000, the Annual Basket Amount; provided that in connection with a sale of assets in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual Period, if consideration received by the Borrower or such Restricted Subsidiary re-invests consists of at least 75% cash or Cash Equivalents and is paid at the proceeds time of the closing of such sale (provided that the following shall be deemed to be cash under this clause (iii): (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in other useful assets the footnotes thereto) of the Borrower or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Obligations) that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received in the conversion) within nine months 180 days following the closing of the applicable Disposition and (C) any Designated Non-cash Consideration in an amount not to exceed at any time outstanding the greater of $50,000,000 or 1.5% of Consolidated Total Assets (as of the date of such sale Disposition (or, at the Borrower’s election, as of the date of entry into a binding agreement with respect to such Disposition (without giving pro forma effect to such Disposition)) (with the amount of each item of Designated Non-Cash Consideration being measured at the time received and during such Annual Periodwithout giving effect to subsequent changes in value)), (iv) the Net Sale Proceeds therefrom are applied as (and to the extent) required by Section 2.03(b) 2.03(b) and (v) the aggregate amount of such the cash and non-cash proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period; provided, however, that any Disposition received from all assets sold pursuant to clauses (a) through (c) or this clause (f) (f) shall not exceed $25,000,000the greater of $180,000,000 and 5.0% of Consolidated Total Assets (as of the date of such Disposition (or, at the Borrower’s election, as of the date of entry into a binding agreement with respect to such Disposition (without giving pro forma effect to such Disposition)) in any fiscal year of the Borrower (for this purpose, in each case, using the Fair Market Value of property other than cash) (provided that any unused amounts under this Section 7.05(f) may be carried over to the immediately succeeding fiscal year); (g) the Borrower and its Restricted Subsidiaries may lease (as lessee) or license (as licensee) real or personal property (so long as any such lease or license does not create a Capitalized Lease except to the extent permitted by Section 7.02(i) or (q)); (h) the Borrower and its Restricted Subsidiaries may sell or discount, in each case without recourse (other than customary indemnities in respect of third party liens and claims and customary reductions in purchase price for fair market value.claims against the Borrower or a Restricted Subsidiary for failure to comply with the terms of the contract under which the accounts receivable or lease receivables arose) and in the ordinary course of business, (i) accounts receivable or lease receivables arising in the ordinary course of business, but only in connection with the compromise or collection thereof and not as part of any financing transaction, (ii) accounts receivable or lease receivables, interests therein and/or related assets or rights arising in the ordinary course of business so long as such sale or discount is not part of any financing transaction (it being understood, for the avoidance of doubt, that any sale or discount of such accounts receivable or lease receivables without any repurchase obligation shall not constitute a financing transaction) and (iii) letters of credit from customers in order to collect payments in respect of an account receivable or lease receivable earlier than otherwise due in the ordinary course of business and not as part of any financing transaction; (i) the Borrower and its Restricted Subsidiaries may grant licenses, sublicenses, leases or subleases to other Persons in the ordinary course of business and which do not materially interfere with the conduct of the business of the Borrower or any of its Restricted Subsidiaries, in each case so long as no such grant otherwise affects in any material respect the Administrative Agent’s security interest in the asset or property subject thereto (other than in respect of any Liens permitted hereunder and related thereto);

Dispositions. Make The Borrower will not, and will not permit any Disposition of its Restricted Subsidiaries to, convey, sell, lease, transfer or enter into otherwise dispose of (including, without limitation, any agreement disposition of proper- ty pursuant to make a Division), in one transaction or a series of transactions, any part of its business or property, whether now owned or hereafter acquired (including receivables and leasehold interests) (any such transaction, a “Disposition”; ), except: (a) Dispositions of obsolete or worn worn-out property, whether now owned tools or hereafter acquiredequipment no longer used or useful in its business; (b) any inventory or other property sold or disposed of in the ordinary course of business and for fair consideration; (c) any Restricted Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to the Borrower or any Restricted Subsidiary (provided that, in the case of any such transfer by a Subsidiary Guarantor, the transferee must also be a Subsidiary Guarantor or the Borrower); (d) the Capital Stock of any Restricted Subsidiary of the Borrower may be sold, transferred or otherwise disposed of to the Borrower or any other Restricted Subsidiary (provided that, in the case of any such transfer by a Subsidiary Guarantor, the transferee must also be a Subsidiary Guarantor or the Borrower); (i) Dispositions of property and assets for fair consideration and the fair market value of which does not exceed in the aggregate, together with all asset sales made in reliance upon this Section 7.04(e)(i), the General Disposition Basket; and (ii) Dispositions of property and assets for fair consideration so long as (x) such Disposition is for at least fair market value (as determined by the Borrower in good faith), (y) at least 75% of the consideration from such Disposition received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Permitted Investments (provided that the amount of any Designated Non-Cash Consideration received by the Borrower or any of its Restricted Subsidiaries in such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received since the Fifth Restatement Effective Date pursuant to this proviso that is at that time outstanding, not to exceed the greater of (i) $100.0 million (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) and (ii) 5.0% of Total Assets at the time of the receipt of such Designated Non-Cash Consideration shall be deemed to be cash or Permitted Investments for purposes of this clause (y) and for no other purpose) and (z) the Net Cash Proceeds thereof are applied in accordance with Section 2.11(b); (f) the cross-licensing or licensing of Intellectual Property, in the ordinary course of businessbusiness or for fair consideration; (bg) Permitted Transfersthe dispositions expressly permitted by Section 7.03; (ch) Dispositions the leasing, occupancy or sub-leasing of equipment or real property to in the extent ordinary course of business that would not materially interfere with the required use of such real property by the Borrower or its Restricted Subsidiaries; (i) the sale or discount of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; provided that in no event shall this Section 7.04(i) be utilized for any receivables securitization or similar arrangement or any other arrangement resulting in the incurrence of Indebtedness by any Group Member; (j) transfers of condemned property as a result of the exercise of “eminent domain” or other similar policies to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), and transfers of properties that have been subject to a casualty to the respective insurer of such property is exchanged for credit against as part of an insurance settlement; (k) Liens expressly permitted by Section 7.02; (i) the purchase price of similar replacement property or Borrower may issue Capital Stock (other than Disqualified Stock) and (ii) Restricted Subsidiaries of the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement propertyBorrower may issue Capital Stock (other than Disqualified Stock), in each case as permitted by Section 7.13; (dm) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor; (e) Dispositions Restricted Payments expressly permitted by Section 7.047.07; and (fn) Other sales of assets in an aggregate amount for any Annual Period not to exceed the Annual Basket Amount; provided that in connection with a sale of assets in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds of such sale in other useful assets Disposition of the Borrower or such Subsidiary within nine months of the date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period; provided, however, that any Disposition pursuant to clauses (a) through (c) or clause (f) shall be for fair market valueDefense Electronics Business.

Dispositions. Make Sell, lease or make any Disposition or enter into any agreement to make any Disposition, exceptexcept so long as no Default or Event of Default exists at the time or would occur as a result thereof: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course Ordinary Course of businessBusiness; (b) Permitted TransfersDispositions of inventory in the Ordinary Course of Business; (c) (i) Dispositions of equipment or real property to the extent that (iA) such property is exchanged for credit against the purchase price of similar replacement property or for use in the Ordinary Course of Business, (iiB) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement propertyproperty for use in the Ordinary Course of Business or (C) the board of directors or senior management of the Borrower or such Subsidiary has determined in good faith that the failure to replace such property will not be detrimental to the business of the Borrower or such Subsidiary; and (ii) other Dispositions of equipment (other than coblation controllers and/or related devices that allow customers to properly use the products produced by the Borrower or any of its Subsidiaries) in the Ordinary Course of Business; provided that the aggregate fair market value of all property of the Borrower and its Subsidiaries the subject of all such Dispositions under this clause (ii) in any calendar year shall not exceed One Million Five Hundred Thousand Dollars ($1,500,000.00); (d) Dispositions of property (other than those permitted by Section 7.04) by any Subsidiary to the Borrower or to a another wholly-owned SubsidiarySubsidiary of the Borrower; provided that if the transferor aggregate fair market value of such all property is a Guarantor, the transferee thereof must either be subject of Dispositions made by all Material Subsidiaries to Persons other than the Borrower or a Guarantoranother Material Subsidiary shall not exceed One Million Five Hundred Thousand Dollars ($1,500,000.00) in any calendar year; (e) Dispositions permitted by Section 7.04; (f) licenses of IP Rights in the Ordinary Course of Business and substantially consistent with past practice; and (fg) Other sales Dispositions of assets in an aggregate amount for property by Borrower or any Annual Period not to exceed Subsidiary outside of the Annual Basket AmountOrdinary Course of Business; provided that in connection with a sale the aggregate fair market value of assets in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds of such sale in other useful assets all property of the Borrower or and its Subsidiaries the subject of all such Subsidiary within nine months of the date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested Dispositions in any calendar year shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(fnot exceed One Million Five Hundred Thousand Dollars ($1,500,000.00), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, ; provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period; provided, however, that any Disposition pursuant to clauses subsections (a) through (c) or clause (fg) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Permitted Transfers; (b) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted Transfers; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or property, (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property, or (iii) such Dispositions of leases of real or personal property are in the ordinary course of business; (d) Dispositions of property permitted by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a GuarantorSection 7.04; (e) Dispositions permitted resulting from (i) takings pursuant to the power of eminent domain, condemnation or otherwise or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking or (ii) transfer of destroyed property to insurance companies in exchange for insurance proceeds; (f) liquidations or sales of Cash Equivalents (or investments that were Cash Equivalents when made) for fair market value as determined in good faith by Section 7.04the Borrowers; (g) the sale or discount by any Loan Party in each case without recourse and in the ordinary course of business of individual overdue Receivables arising in the ordinary course of business, but only in connection with the compromise or collection thereof; and (fh) Other sales of assets in an aggregate amount for any Annual Period Dispositions by the Borrowers and their Subsidiaries not to exceed the Annual Basket Amount; otherwise permitted under this Section 7.05, provided that in connection with a sale of assets in any Annual Period which reduces (i) at the amount available under the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds time of such sale Disposition, no Event of Default shall exist or would result from such Disposition, (ii) such Disposition is at fair market value as determined in other useful assets of good faith by the Borrower or such Subsidiary within nine months of the date of such sale Borrowers, and during such Annual Period, (iii) the aggregate amount fair market value of such proceeds reinvested all assets sold or otherwise disposed of by the Borrowers and their Subsidiaries after the Closing Date pursuant to this clause (h) shall increase not exceed $25,000,000. To the outstanding amount available under extent the Annual Basket Amount. For purposes Required Lenders waive the provisions of this Section 7.05(f)7.05, “Annual Basket Amount” with respect to the Disposition of any Collateral, or any Collateral is Disposed of as permitted by this Section 7.05, such Collateral shall mean $30,000,000 be sold free and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion clear of the Annual Basket Amount for any Annual Period may be “carried over” Liens created by the Collateral Documents, and the Administrative Agent shall take all actions it deems appropriate or are reasonably requested by Borrowers, at the sole expense of the Borrowers, in order to a subsequent Annual Period; provided, however, that any Disposition pursuant to clauses (a) through (c) or clause (f) shall be for fair market valueeffect the foregoing.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, exceptother than: (a) Dispositions the Disposition of obsolete the Equity Interests of or worn out property, whether now owned all or hereafter acquired, in substantially all of the ordinary course property of businessany Subsidiary that represented less than 10% of Consolidated Tangible Net Worth as of the end of the Applicable Period and that accounted for less than 10% of Consolidated EBITDA for the Applicable Period; (b) Permitted Transfers;the Disposition of property (including the Equity Interests of any Subsidiary) in a single transaction or series of related transactions for which the total consideration (for such transaction or series of related transactions) is less than or equal to $20,000,000; and (c) Dispositions the Disposition of equipment property (including the Equity Interests of any Subsidiary) in a single transaction or real property to series of related transactions for which the extent total consideration (for such transaction or series of related transactions) is greater than $20,000,000, provided that (i) the Parent Borrower shall have given the Administrative Agent thirty (30) days prior written notice of such property is exchanged for credit against the purchase price of similar replacement property or Disposition and (ii) if the proceeds Net Cash Proceeds for any such transaction or series of such Disposition are reasonably promptly applied related transactions exceeds $5,000,000, the Borrowers shall prepay the Loans by an amount equal to the purchase price of such replacement property; Net Cash Proceeds thereof (d) Dispositions of property by any Subsidiary to the Borrower or to without a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor; (e) Dispositions permitted by Section 7.04; and (f) Other sales of assets in an aggregate amount for any Annual Period not to exceed the Annual Basket Amount; provided that in connection with a sale of assets in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds of such sale in other useful assets corresponding permanent reduction of the Borrower or such Subsidiary within nine months of the date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(fAggregate Revolving Commitments), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period; provided, however, that any Disposition pursuant to clauses (a) through (c) shall be permitted only if each of the following conditions is satisfied: (i) each of the Standard Conditions shall be satisfied; (ii) such Disposition shall not involve the sale, transfer or clause other disposition of a minority equity interest in any Subsidiary; (fiii) at least seventy-five percent (75%) of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation of the transaction and the aggregate consideration (cash and non-cash) shall be for in an amount not less than the fair market valuevalue of the property disposed of; (iv) if such Disposition is a Sale and Leaseback Transaction, such Disposition is not prohibited by the terms of Section 8.15; and (v) such Disposition does not involve a sale, transfer or other disposition of receivables other than receivables owned by or attributable to other property concurrently being disposed of in a transaction otherwise permitted under this Section 8.05.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of assets no longer used or useful in the conduct of its business; (b) Permitted TransfersDispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Borrower Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower Company or a Subsidiary Guarantor; (e) Dispositions permitted by Section 7.04; (f) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years; (g) the Equity Interests of any Subsidiary may be sold, transferred or otherwise disposed of to the Company or any wholly-owned Subsidiary of the Company; and (fh) Other sales of assets in an aggregate amount Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05 for any Annual Period not to exceed the Annual Basket Amount; fair consideration, provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition and (ii) the property Disposed of in connection with a sale of assets reliance on this clause (h) in any Annual Period which reduces fiscal year shall not represent more than twenty percent (20%) of the amount available under the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds of such sale in other useful consolidated assets of the Borrower or such Subsidiary within nine months Company and its Subsidiaries as of the date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion end of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period; immediately preceding fiscal year of the Company. provided, however, that any Disposition pursuant to clauses subsections (a) through (c) or clause (fh) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course Ordinary Course of businessBusiness; (b) Permitted TransfersDispositions of inventory in the Ordinary Course of Business; (c) Dispositions non-exclusive licenses and sublicenses of equipment Intellectual Property rights in the Ordinary Course of Business not interfering, individually or real property to in the extent that (i) such property is exchanged for credit against aggregate, in any material respect with the purchase price conduct of similar replacement property or (ii) the proceeds business of such Disposition are reasonably promptly applied to the purchase price of such replacement propertyParent and its Subsidiaries; (d) Dispositions leases, subleases, licenses or sublicenses of real or personal property granted by any Subsidiary to the Borrower or any of its Subsidiaries to a wholly-owned Subsidiary; provided that if others in the transferor Ordinary Course of Business not detracting from the value of such real or personal property is a Guarantor, or interfering in any material respect with the transferee thereof must either be business of the Borrower Parent or a Guarantorany of its Subsidiaries; (e) the write-off, discount, sale or other disposition of defaulted or past-due receivables and similar obligations in the Ordinary Course of Business and not undertaken as part of an accounts receivable financing transaction; (f) Dispositions of Investments in cash and Cash Equivalents; (g) Dispositions of property by (i) any Loan Party to any other Loan Party (other than Parent or Holdings), (ii) any Non-Guarantor Subsidiary to any Loan Party (other than Parent or Holdings); provided that the amount paid by any Loan Party in connection with such Disposition shall not exceed the fair market value of the assets purchased in such Disposition as determined by the board of directors (or other equivalent governing body), or by an officer or director, of such Loan Party in good faith and (iii) any Non-Guarantor Subsidiary to any other Non-Guarantor Subsidiary or any Person any Equity Interests of which are held by a Loan Party or any Subsidiary of any Loan Party; (h) Dispositions permitted by Section 7.047.4; and (fi) Other sales of assets in an aggregate amount for any Annual Period Dispositions not to exceed the Annual Basket Amountotherwise permitted under this Section 7.5; provided that in connection with a sale (i) at the time of such Disposition, no Event of Default shall exist or would result from such Disposition, (ii) the aggregate fair market value of assets Disposed of in reliance on this clause in any Annual Period which reduces the amount available under the Annual Basket Amount for fiscal year shall not exceed $3,500,000, (iii) such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds of such sale in other useful assets of the Borrower or such Subsidiary within nine months of the date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period; provided, however, that any Disposition pursuant to clauses (a) through (c) or clause (f) shall be for fair market value.value as determined by the board of directors (or other equivalent governing body), or by an officer or director, of such Person in good faith, and (iv) the Net Cash Proceeds of such Disposition shall be applied in accordance with Section 2.5(b)(ii); and

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of surplus, obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business or property no longer used or useful in the business; (b) Permitted TransfersDispositions of cash, Cash Equivalents and inventory in the ordinary course of business; (c) Dispositions of equipment or real property Real Property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied within 180 days to the purchase price of such replacement propertyproperty and such replacement property is made subject to the Lien of the Collateral Documents in accordance with the provisions of this Agreement; (d) (i) Dispositions of property by any Restricted Subsidiary to the Borrower or to a wholly-owned Wholly Owned Restricted Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor, (ii) any Dispositions by a Restricted Subsidiary that is not a Guarantor to another Restricted Subsidiary that is not a Guarantor, (iii) any Disposition by any Re- stricted Subsidiary that is not a Guarantor to a Loan Party (including through a liquidation, dissolution or winding up) as long as the consideration given by such Loan Party to such non-Guarantor Restricted Subsidiary does not exceed the fair market value of the assets transferred to such Loan Party and (iv) Dispositions to Restricted Subsidiaries that are not Guarantors or Wholly Owned Restricted Subsidiaries to the extent that, after giving effect to such Disposition (and any other Dispositions to such Persons pursuant to this clause (iv) on or prior to the date of such Disposition), the aggregate fair market value of the assets Disposed of pursuant to this clause (iv) does not exceed $15,000,000; (e) Dispositions permitted by Section 7.047.04 or Section 7.01(aa); (f) licenses and sublicenses of Intellectual Property in the ordinary course of business; (g) as long as no Event of Default is continuing or would result therefrom, any Disposition; provided, however, that with respect to any such Disposition pursuant to this clause (g), (i) not less than 75% of the aggregate consideration received in respect of such Disposition and all other Dispositions previously consummated in the same fiscal year pursuant to this clause (g) shall be cash; provided, that for purposes of clause (i), (a) the amount of any liabilities (as shown on the Borrower’s or any its Restricted Subsidiary’s most recent balance sheet) of the Borrower or any its Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Obligations) that are assumed by the transferee of any such assets and (b) any notes or other obligations or other securities or assets received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received), shall, in each case, be deemed to be cash and (ii) an amount equal to all Net Cash Proceeds of such Disposition is applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.05(b); (h) so long as no Event of Default shall occur and be continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(g); (i) the discount or write-off of accounts receivable overdue by more than 90 days or the sale of any such accounts receivable for the purpose of collection to any collection agency, in each case in the ordinary course of business; (j) the cancellation of any Indebtedness permitted to be cancelled under this Agreement; (k) the issuance of Nominal Shares; (l) a true lease or sublease of any property not constituting Indebtedness and not constituting a sale and leaseback transaction; (m) as long as no Event of Default is continuing or would result therefrom, any Disposition the primary purpose of which is to exchange or swap assets and for which 90% or more of the consideration consists of assets other than cash or Cash Equivalents; provided, however, that with respect to any such Disposition pursuant to this clause (m), (i) the fair market value of the assets transferred by such Dispositions and all other Dispositions in the same fiscal year pursuant to this clause (m) shall not, in the aggregate, exceed $15,000,000, (ii) the fair market value of the consideration received shall be not less than the fair market value of the assets sold or transferred, and compliance with the foregoing requirement shall be evidenced by (x) in the case of a Disposition or related series of Dispositions involving aggregate consideration (other than cash and Cash Equivalents) with a fair market value in excess of $1 million, a certification by the chief financial officer of the Borrower and (y) in the case of a Disposition or related series of Dispositions involving aggregate consideration (other than cash and Cash Equivalents) with a fair market value in excess of $5 million, a resolution of the Board of Directors of the Borrower, in each case delivered to the Administrative Agent not less than five Business Days prior to the consummation of such Dispositions, and (iii) an amount equal to all Net Cash Proceeds of such Disposition is applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.05(b); (n) subject to Section 7.18, the Borrower and Restricted Subsidiaries may sell or otherwise transfer equipment or Real Property in connection with sale and leaseback transactions; provided that the aggregate value of the equipment sold or transferred under this subsection shall not exceed $15,000,000 in any fiscal year; (o) sales of loans purchased pursuant to Section 7.03(m); and (fp) Other sales of assets in an aggregate amount for any Annual Period not to exceed the Annual Basket Amount; provided that Accounts Receivable, or participations therein in connection with a sale of assets in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds of such sale in other useful assets of the Borrower or such Subsidiary within nine months of the date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket AmountPermitted Receivables Financing. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period; provided, however, that any Disposition pursuant to clauses (a) through (cSection 7.05(g) or clause (fm) shall be for fair market valuevalue as determined in good faith by the Borrower.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out propertyproperty or property no longer used or useful in the business, whether now owned or hereafter acquired, ; (b) Dispositions of inventory in the ordinary course of business; (b) Permitted Transfersbusiness and immaterial assets; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by the Company to any Subsidiary or by any Subsidiary to the Borrower Company or to a wholly-owned any other Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor; (e) non-exclusive licenses of IP Rights; (f) Dispositions of investment securities held for investment purposes in the ordinary course of business; (g) Dispositions pursuant to true leases; (h) Dispositions of cash equivalents; (i) Dispositions of accounts receivable in connection with the collection or compromise thereof; (j) Dispositions pursuant to Investments permitted by Section 7.047.02; (k) Dispositions if at least 75% of the proceeds therefrom shall be in the form of cash and the net cash proceeds shall be reinvested in additional assets (whether in an Acquisition or otherwise), provided that (A) any reinvestment of proceeds shall be effected within 180 days of receipt of such proceeds (the “Reinvestment Period”), (B) the Company shall determine in good faith that the Disposition is for Fair Market Value and is in the best interest of the Company, and (C) immediately after the consummation of the transaction and after giving effect thereto, no Default would exist; and (fl) Other sales other Dispositions of assets (whether consummated in an aggregate amount for any Annual Period not a single transaction or a series of related transactions) if all of the following conditions are met with respect to exceed such Dispositions: (A)(i) the Annual Basket Amount; provided that assets (valued at book value), in connection with a sale the aggregate, which are the subject of assets such Dispositions consummated in any Annual Period fiscal year (the “Disposition Assets”), do not constitute a Substantial Portion, or (ii) the revenues of the Subsidiaries, divisions and business units which reduces are the amount available under the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds subject of such Dispositions consummated in any fiscal year (the “Disposition Revenues”), in the aggregate, do not constitute a Substantial Portion, (B) the Company shall determine in good faith that the sale is for Fair Market Value and is in other useful assets the best interest of the Borrower or such Subsidiary within nine months Company, and (C) immediately after the consummation of the date of such sale transaction and during such Annual Periodafter giving effect thereto, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual PeriodDefault would exist; provided, however, that any Disposition pursuant to clauses (a) through (c) or except as provided in clause (f) i), no Disposition shall be for fair market valueinclude accounts or notes receivable, unless in connection with the Disposition of all or substantially all of a business unit, division or Subsidiary of the Company and such Disposition is otherwise permitted hereunder.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted TransfersDispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor; (e) Dispositions permitted by Section 7.04; (f) non-exclusive licenses of IP Rights (other than any IP Rights related to BioThrax) on customary terms consistent with the ordinary course of business in the biotechnology industry, for terms not exceeding five (5) years; (g) exclusive licenses of IP Rights related to TRU-016 and such other assets related to the ADAPTIR and MVAtor platforms, provided that (i) any such Disposition shall be on customary terms consistent with the ordinary course of business in the biotechnology industry, (ii) no Default or Event of Default shall exist or would result from such Disposition, (iii) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, certifying and attaching calculations demonstrating that after such Disposition, on a pro forma basis, (x) the Borrower shall be in pro forma compliance with each of the financial covenants set forth in Section 7.11 and (y) Consolidated EBITDA shall be at least $50,000,000, in each case, for the most recently ended Measurement Period prior to such Disposition, and calculated as if such Disposition occurred as of the first day of such Measurement Period; and (fh) Other sales Dispositions (including, without limitation, Dispositions of assets in an aggregate amount for any Annual Period not IP Rights other than IP Rights related to exceed BioThrax) by the Annual Basket AmountBorrower and its Subsidiaries; 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 fair market value of all property Disposed of in connection with a sale of assets reliance on this clause (h) in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds of such sale in other useful assets of the Borrower or such Subsidiary within nine months of the date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested fiscal year shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean not exceed $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period10,000,000; provided, however, that any Disposition pursuant to clauses this Section 7.05 (other than pursuant to subsections (a) through and (cd) or clause (fabove) shall be for fair market valuevalue (in the Borrower's good faith determination).

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted TransfersDispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such -------- property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor; (e) Dispositions permitted by Section 7.04; and------------ (f) Other sales Dispositions by the Borrower and its Subsidiaries of assets in an aggregate amount for any Annual Period property pursuant to sale-leaseback transactions, provided that the book value of all -------- property so Disposed of, other than pursuant to sale and leaseback transactions set forth on Schedule 7.05(a), shall not to exceed the Annual Basket AmountThreshold ---------------- Amount from and after the Closing Date; (g) Dispositions by the Borrower and its Subsidiaries of the real property set forth on Schedule 7.05(b); ---------------- (h) Dispositions in connection with the ESP Transaction; and (i) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such ------------ -------- Disposition, no Default shall exist or would result from such Disposition and (ii) the aggregate book value of all property Disposed of in connection with a sale of assets reliance on this clause (g) in any Annual Period which reduces fiscal year shall not exceed the amount available under the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds of such sale in other useful assets of the Borrower or such Subsidiary within nine months of the date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Threshold Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period; provided, however, that any Disposition pursuant to clauses (a) -------- ------- through (c) or clause (fg) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions or the abandonment of obsolete or obsolete, worn out propertyor surplus property no longer material to Borrowers’ Business, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted TransfersDispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Borrower to another Borrower (other than Parent) or by any Subsidiary to the Borrower Borrowers or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower Borrowers or a Guarantor; (e) licenses of IP Rights in the ordinary course of business and substantially consistent with past practice; (f) Disposition of Cash Equivalents in the ordinary course of business; (g) Disposition of leased real estate in the ordinary course of business; (h) the Disposition of accounts receivable in connection with the collection or compromise thereof; (i) any forgiveness, writeoff or writedown of any intercompany obligations owed by a Loan Party; (j) any Dispositions of assets acquired in connection with any Permitted Acquisition for fair market value, where the fair market value thereof is not in excess of an aggregate amount of $500,000 in any calendar year provided that the Net Cash Proceeds thereof are used in accordance with Section 2.05(b); (i) any dispositions resulting from a loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of the Borrowers or any Subsidiary; (ii) Permitted Liens, Investments permitted under Section 7.03 and Restricted Payments permitted under Section 7.06; (l) so long as no Default or Event of Default has occurred and is continuing, other Dispositions of property for fair market value, where the fair market value thereof is not in excess of an aggregate amount of $500,000 in any calendar year provided that the Net Cash Proceeds thereof are used in accordance with Section 2.05(b); and (m) Dispositions permitted by Section 7.04; and (f) Other sales of assets in an aggregate amount for any Annual Period not to exceed the Annual Basket Amount; provided that in connection with a sale of assets in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds of such sale in other useful assets of the Borrower or such Subsidiary within nine months of the date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period; provided, however, that any Disposition pursuant to clauses (a) through (c) or clause (f) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Permitted Dispositions; (b) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted Transfers; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property permitted by any Subsidiary to the Borrower (i) Section 7.04 or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor(ii) Section 7.13; (e) Dispositions of Equity Interests in, or assets of, Excluded Subsidiaries so long as (i) such Disposition does not result in a Borrowing Base Deficiency and in the event that such Disposition represents more than 5% of the aggregate amount of Borrowing Base as set forth on the most recent Borrowing Base Certificate, at least five (5) Business Days prior to the effectiveness of such Disposition, the Borrower provides the Administrative Agent a pro forma Borrowing Base Certificate giving effect to such Disposition, (ii) the consideration received for any Disposition to a third party of (x) any Equity Interests in an Excluded Subsidiary or (y) all or substantially all of the assets of an Excluded Subsidiary, in each case, consists of cash or Cash Equivalents, and (iii) the net proceeds of any consideration described in clause (ii) (after deduction of reasonable fees and expenses), if any, are distributed directly to the Borrower; (f) other Dispositions so long as (i) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the transaction [***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. and shall be in an amount not less than the fair market value of the property disposed of, (ii) such transaction does not involve the Disposition of Equity Interests in any Subsidiary, (iii) such transaction does not involve a Disposition of receivables other than receivables owned by or attributable to other property concurrently being disposed of in a transaction otherwise permitted under this Section, and (iv) the aggregate net book value of all of the assets sold or otherwise disposed of by Section 7.04the Loan Parties and their Subsidiaries in all such transactions in any fiscal year of the Borrower shall not exceed [***]; (g) Disposition of Equity Interests in, or assets of, an Excluded Subsidiary as a result of a foreclosure of a Permitted Lien in connection with a Permitted Asset Financing Transaction so long as such foreclosure does not result in a Borrowing Base Deficiency; (h) Dispositions made in the ordinary course of business in accordance with the applicable Permitted Asset Financing Transaction Documents; (i) the unwinding of Swap Contracts of any Excluded Subsidiary or any Swap Contract otherwise permitted hereunder or any Permitted Call Spread Transaction permitted hereunder; and (fj) Other sales Dispositions of assets in Indebtedness of an aggregate amount for any Annual Period not to exceed the Annual Basket Amount; provided that in connection with a sale of assets in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds of such sale in other useful assets of the Borrower or such Subsidiary within nine months of the date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period; provided, however, that any Disposition pursuant to clauses (a) through (c) or clause (f) shall be for fair market valueExcluded Subsidiary.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of (i) obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of businessbusiness or (ii) property which the Borrower in good faith determines is no longer used or useful in the conduct of the business of the Borrower and its Subsidiaries; (b) Permitted TransfersDispositions of inventory and immaterial assets in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly are, within 365 days after such Disposition, applied to the purchase price of such replacement propertyproperty or other long-term assets used or useful in the business of Borrower and its Subsidiaries; (d) Dispositions of property by (x) the Borrower to any Guarantor and (y) any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that for Dispositions described in clause (y) above, if the transferor of such property is a Guarantor, (i) the transferee thereof must either be the Borrower or a GuarantorGuarantor and (ii) to the extent such transaction constitutes an Investment, such transaction is permitted under Section 9.2; (e) Dispositions (i) permitted by Section 7.04; and9.4 ,(ii) constituting the grant of any Lien permitted by Section 9.1, (iii) constituting an Investment permitted by Section 9.2 or (iv) constituting a Restricted Payment permitted by Section 9.6; (f) Other sales Dispositions of assets cash or cash equivalents and (ii) Dispositions of accounts receivable in connection with the collection or compromise thereof; (g) Non-exclusive licenses of IP Rights (i) in the ordinary course of business, and (ii) in favor of a Governmental Party in respect of IP Rights developed during the performance of a Government Contract with such Governmental Party to the extent that such license was (A) required by the Federal Acquisition Regulation or (B) contemplated by the Federal Acquisition Regulation and included in such Government Contract if the Borrower determines that such license was necessary or advisable in order to procure such Government Contract; (h) concurrently with the acquisition of any fixed or capital assets, the sale and leaseback thereof so long as such lease is an aggregate amount for any Annual Period Operating Lease and such acquisition, sale and leaseback transaction was entered into in order to obtain favorable governmental pricing of such assets; (i) Dispositions by the Borrower and its Subsidiaries not to exceed the Annual Basket Amountotherwise permitted under this Section 9.5; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate fair market value of all property Disposed of in connection with a sale reliance on this clause (i) during the term of this Agreement shall not exceed 15% of the consolidated total assets of the Borrower in any Annual Period which reduces one Fiscal Year and 20% of the amount available under consolidated total assets of the Annual Basket Amount Borrower in the aggregate since the Closing Date (in each case, determined as of the date of the most recently delivered financial statements pursuant to Section 8.1) and (iii) the price for such Annual Period, if asset shall be paid to the Borrower or such Subsidiary refor at least 75% cash consideration; (j) any Disposition of accounts, payments, receivables, rights to future lease payments or residuals or similar rights to payment to a Securitization Subsidiary in connection with any Qualified Securitization Transaction; (k) any Disposition constituting a sale-invests leaseback transaction to the proceeds of such sale in extent that the Attributable Indebtedness and associated Liens are permitted pursuant to Sections 9.1(i), 9.1(n) and 9.3(g); and (l) any other useful assets of the Borrower or such Subsidiary within nine months of the date of such sale and during such Annual Period, Dispositions not otherwise permitted pursuant to this Section 9.5 so long as the aggregate amount fair market value (as reasonably determined by the Borrower) of such proceeds reinvested all property disposed of in reliance on this clause (l) shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean not exceed $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for 5,000,000 in any Annual Period may be “carried over” to a subsequent Annual PeriodFiscal Year; provided, however, that (x) any Disposition of Equity Interests in a wholly-owned Subsidiary pursuant to clauses Section 9.5(i) resulting in a Joint Venture shall only be permitted to the extent that the fair market value of the remaining Equity Interests in such Joint Venture is an Investment permitted under Section 9.2(g) (aother than any Guarantor as of the Closing Date, which shall not be so disposed), and (y) through (cany Disposition of assets to another Person pursuant to Section 9.5(i) the consideration for which are Equity Interests or clause (f) other interests of another Person resulting in a Joint Venture, shall only be permitted to the extent the fair market value of such assets would constitute an Investment permitted under Section 9.2(g); provided, further, that no assets shall be for fair market valueDisposed of under Section 9.5(i) in connection with an asset securitization transaction (including any Securitization Transaction).

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business, and Dispositions of property deemed to be no longer useful in the conduct of the business of the Borrower or any of its CREDIT AGREEMENT – Page 77 Subsidiaries in the ordinary course of business and as determined in the Borrower's commercially reasonable judgment; (b) Permitted TransfersDispositions of inventory and allowing any registrations or any applications for registration of any intellectual property to lapse or go abandoned, in each case, in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such any property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor and (ii) any property of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantorwholly-owned Subsidiary to a Subsidiary or Special Entity, provided that, if there exists any Event of Default at the time of any such Disposition or as a result of giving effect to any such Disposition, such Disposition under subsection (ii) hereof must be sales of property on fair and reasonable terms, in the ordinary course of business and consistent with past practices; (d) to the extent such transactions constitute Dispositions, the transactions expressly permitted by Sections 7.02(e), 7.04(a), (b), (c) and (d) and 7.06; (e) in addition to Dispositions permitted by subsections (a), (b), (c) and (d) preceding, so long as (i) no Default exists before and immediately after giving effect to any such Dispositions, (ii) the Borrower is in pro-forma compliance with each of the covenants in Section 7.047.10 after giving effect to any such proposed Disposition, (iii) in each case such Disposition shall be for aggregate fair value (which shall be the price at which the Board of Directors of the relevant Person shall have agreed to sell such assets in an arm's length transaction to an independent third party buyer which is not an Affiliate) and (iv) such Disposition (or series of Dispositions) shall not be of all or substantially all of the assets of the Borrower, the Borrower and its Subsidiaries may make any Disposition; (f) in addition to Dispositions permitted by subsections (a), (b), (c), (d) and (e) preceding, so long as (i) no Event of Default under Section 8.01(a) exists before and immediately after giving effect to any such Dispositions, (ii) the Outstanding Amounts of all Committed Loans, Swing Line Loans and Unreimbursed Amounts (including all L/C Borrowings) on any date of any Disposition are not more than zero, (iii) such Disposition is for fair value (which shall be the price at which the Board of Directors of the relevant Person shall have agreed to sell such assets in an arm's length transaction to an independent third party buyer which is not an Affiliate) and (iv) the aggregate amount available to be drawn under all outstanding Letters of Credit has been Cash Collateralized, the Borrower and its Subsidiaries may make any Disposition (except Dispositions of all or substantially all of the assets of the Borrower); (g) in addition to Dispositions permitted by subsections (a), (b), (c), (d), (e) and (f) preceding, so long as (i) 100% of the Net Proceeds of each such Disposition are used by the Borrower immediately upon receipt thereof to (A) prepay the Outstanding Amounts of all Committed Loans, Swing Line Loans and Unreimbursed Amounts (including all L/C Borrowings) and (B) to the extent there remain any Net Proceeds after all Outstanding Amounts referenced in subsection (A) above have been reduced to zero, to Cash Collateralize the aggregate amount available to be drawn under all outstanding Letters of Credit until all outstanding Letters of Credit have been fully Cash Collateralized, (ii) such Disposition is for fair value (which shall be the price at which the Board of Directors of the relevant Person shall have agreed to sell such assets in an arm's length transaction to an independent third party buyer which is not an Affiliate) and (iii) the Aggregate Commitments are concurrently, automatically and permanently reduced by the full amount of the Net Proceeds (and the Borrower delivers a written acknowledgement to the Administrative Agent of a concurrent automatic permanent reduction of the Aggregate Commitments in the amount of the Net Proceeds (regardless of whether there exist at any such time any Outstanding Amounts or any outstanding Letters of Credit)), the Borrower and its Subsidiaries may make any Disposition (except Dispositions of all or substantially all of the assets of the Borrower); and (h) in addition to Dispositions permitted by subsections (a), (b), (c), (d), (e), (f) Other sales and (g) preceding, Dispositions consisting of assets in an aggregate amount for any Annual Period not to exceed the Annual Basket Amount; provided that in connection with a sale of assets in any Annual Period which reduces the amount available under the Annual Basket Amount Cash Equivalents for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds of such sale in other useful assets of the Borrower or such Subsidiary within nine months of the date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amountcash. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Date, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Period; provided, however, that any Disposition pursuant to clauses in each case of subsections (a) through (cg) above and notwithstanding anything in this Section 7.05 or clause (f) otherwise herein or in any Loan Documents, each such Disposition shall be be, in Borrower's commercially reasonable judgment, for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted TransfersDispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the a Borrower or to a wholly-owned Domestic Subsidiary or a wholly-owned Pledged Foreign Subsidiary (or a Foreign Subsidiary of such a Pledged Foreign Subsidiary); provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the a Borrower or a Guarantor; (e) Dispositions permitted by Section 7.04; (f) non-exclusive or exclusive (within defined fields of application) licenses of IP Rights in the ordinary course of business and substantially consistent with past practice; provided that such licenses are granted on an arm’s length basis and to Persons other than Affiliates of the Borrowers; (g) Dispositions by the Borrowers and their Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition and (ii) the aggregate book value of all property Disposed of in reliance on this clause (g) in any fiscal year shall not exceed $25,000,000; and (fh) Other sales a Disposition pursuant to a sale-leaseback of assets in an aggregate amount for any Annual Period not to exceed the Annual Basket Amount; provided that in connection with a sale of assets in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds of such sale in other useful assets of the Borrower or such Subsidiary within nine months of the date of such sale Imation’s headquarters building and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing on the Closing Dateappurtenant real estate, provided that no unused portion of the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual Periodlease resulting therefrom is an operating lease; provided, however, that any Disposition pursuant to clauses (a) through (c) or clause (fh) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Permitted TransfersDispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Borrower Company or to a wholly-owned Subsidiary; provided that (i) if the transferor of such property is a GuarantorLoan Party, the transferee thereof must either be a Loan Party or become a Loan Party and (ii) if the Borrower transferor is a Domestic Loan Party, then the transferee must be a Domestic Loan Party or Audubon Europe (provided that Audubon Europe is a GuarantorLoan Party at such time); (e) Dispositions permitted by Section 7.04; (f) other than as set forth on Schedule 7.05, non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years; (g) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition and (ii) the aggregate book value of all property Disposed of in reliance on this clause (g) in any fiscal year shall not exceed $2,000,000; (h) Dispositions of any Specified Business on terms and conditions acceptable to the Administrative Agent; and (fi) Other sales of assets in an aggregate amount for any Annual Period not to exceed the Annual Basket Amount; provided that in connection with a sale of assets in any Annual Period which reduces the amount available under the Annual Basket Amount for such Annual Period, if the Borrower or such Subsidiary re-invests the proceeds of such sale in other useful assets Dispositions of the Borrower or such Subsidiary within nine months of real property owned by the date of such sale and during such Annual Period, the aggregate amount of such proceeds reinvested shall increase the outstanding amount available under the Annual Basket Amount. For purposes of this Section 7.05(f), “Annual Basket Amount” shall mean $30,000,000 and “Annual Period” shall mean each successive period of twelve consecutive months commencing Loan Parties on the Closing DateDate and located in (i) Greensburg, provided that no unused portion of Indiana, (ii) Cedar Rapids, Iowa and (iii) Muskegon, Michigan, in each case on terms and conditions acceptable to the Annual Basket Amount for any Annual Period may be “carried over” to a subsequent Annual PeriodAdministrative Agent; provided, however, that any Disposition pursuant to clauses (a) through (c) or clause (fi) shall be for fair market value.