Common use of Limitations on Asset Dispositions Clause in Contracts

Limitations on Asset Dispositions. Make any Asset Disposition (including, without limitation, the sale of any receivables and leasehold interests and any sale-leaseback or similar transaction) except: (a) the sale of inventory in the ordinary course of business; (b) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the U.S. Borrower or any of its Subsidiaries; (c) the transfer of assets to the U.S. Borrower, the Borrower or any Wholly-Owned Subsidiary (provided that, in the case of any such transfer of assets, (i) if the transferee of such assets is a U.S. Credit Party or a Credit Party, such U.S. Credit Party or Credit Party shall not pay more than the fair market value of such assets (determined as of the date of the applicable transfer) and (ii) if the transferor of such assets is a U.S. Credit Party or a Credit Party, the transferee shall not pay less than the fair market value of such assets (determined as of the date of the applicable transfer); (d) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (e) the disposition of any Hedging Agreement; (f) the disposition of cash or Cash Equivalents; (g) subject to the requirements of Section 8.2(b), the sale of timberlands by the U.S. Borrower or its Subsidiaries; (h) the transfer by the Original U.S. Borrower of the Capital Stock of the New U.S. Borrowers to the Parent in connection with the New U.S. Borrower Transactions in exchange for a promissory note or promissory notes, in form and substance satisfactory to the U.S. Administrative Agent, payable by the Parent to the Original U.S. Borrower (such notes, as amended, restated, supplemented or otherwise modified, the “New U.S. Borrower Notes”); (i) [Intentionally Omitted]; and (j) Asset Dispositions of all or any portion of the New U.S. Borrower Fixed Assets; provided that: (i) such Asset Disposition shall be for no less than fair market value; (ii) both before and after giving to such Asset Disposition, no Default or Event of Default shall have occurred and be continuing; (iii) the U.S. Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX; (iv) the terms of such Asset Disposition shall be reasonably satisfactory to the Administrative Agent and the U.S. Administrative Agent, each in its sole discretion; (v) the Net Cash Proceeds of such Asset Disposition shall be applied in accordance with Section 8.2(b)(ii); and (k) additional Asset Dispositions not otherwise permitted pursuant to this Section in an aggregate amount not to exceed $250,000,000 in the aggregate during the term of this Agreement (it being understood and agreed that this clause (k) shall not permit the sale of any New U.S. Borrower Fixed Assets).

Limitations on Asset Dispositions. Make any Asset Disposition (including, without limitation, the sale of any receivables and leasehold interests and any sale-leaseback or similar transaction) except: (a) the sale of inventory in the ordinary course of business; (b) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the U.S. Borrower or any of its Subsidiaries; (c) the transfer of assets to the U.S. Borrower, the Borrower or any Wholly-Owned Subsidiary (provided that, in the case of any such transfer of assets, (i) if the transferee of such assets is a U.S. Credit Party or a Credit Party, such U.S. Credit Party or Credit Party shall not pay more than the fair market value of such assets (determined as of the date of the applicable transfer) and (ii) if the transferor of such assets is a U.S. Credit Party or a Credit Party, the transferee shall not pay less than the fair market value of such assets (determined as of the date of the applicable transfer); (d) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (e) the disposition of any Hedging Agreement; (f) the disposition of cash or Cash Equivalents; (g) subject to the requirements of Section 8.2(b), the sale of timberlands by the U.S. Borrower or its Subsidiaries; (h) the transfer by the Original U.S. Borrower of the Capital Stock of the New U.S. Borrowers to the Parent in connection with the New U.S. Borrower Transactions in exchange for a promissory note or promissory notes, in form and substance satisfactory to the U.S. Administrative Agent, payable by the Parent to the Original U.S. Borrower (such notes, as amended, restated, supplemented or otherwise modified, the “New U.S. Borrower Notes”); (i) [Intentionally Omitted]; and (j) Asset Dispositions of all or any portion of the New U.S. Borrower Fixed Assets; provided that: (i) such Asset Disposition shall be for no less than fair market value; (ii) both before and after giving to such Asset Disposition, no Default or Event of Default shall have occurred and be continuing; (iii) the U.S. Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX; (iv) the terms of such Asset Disposition shall be reasonably satisfactory to the Administrative Agent and the U.S. Administrative Agent, each in its sole discretion; (v) the Net Cash Proceeds of such Asset Disposition shall be applied in accordance with Section 8.2(b)(ii); and (kh) additional Asset Dispositions not otherwise permitted pursuant to this Section in an aggregate amount not to exceed $250,000,000 in the aggregate during the term of this Agreement (it being understood and agreed that this clause (k) shall not permit the sale of any New U.S. Borrower Fixed Assets)Agreement.

Limitations on Asset Dispositions. Make No Loan Party shall, nor shall it permit any Asset Disposition (includingSubsidiary to, without limitationdirectly or indirectly, the sale sell, issue, assign, lease, license, transfer, abandon, or otherwise dispose of any receivables and leasehold interests and Capital Stock, Indebtedness, or any sale-leaseback or similar transactionall of its assets (whether in one transaction or a series of transactions) to any other Person except: (a) the sale of inventory in the ordinary course of business; (b) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the U.S. Borrower Company or any of its Subsidiaries; (c) the transfer of assets to the U.S. Borrower, the Borrower or any Wholly-Owned Subsidiary (provided that, in the case of any such transfer of assets, (i) if the transferee of such assets is a U.S. Credit Loan Party or a Credit Party, such U.S. Credit Party or Credit Party shall not pay more than the fair market value of such assets (determined as of the date of the applicable transferpursuant to Section 10.4(a) and (ii) if the transferor of such assets is a U.S. Credit Party or a Credit Party, the transferee shall not pay less than the fair market value of such assets (determined as of the date of the applicable transfer)any other transaction permitted pursuant to Section 10.4; (d) the sale Company or discount without recourse any Subsidiary may write-off, discount, sell or otherwise dispose of accounts receivable arising defaulted or past due receivables and similar obligations in the ordinary course of business in connection with the compromise or collection thereofand not as part of an accounts receivable financing transaction; (ei) issuances of Capital Stock in the ordinary course of business and (ii) the disposition issuance of Capital Stock of the Company or any Hedging AgreementSubsidiary pursuant to an employee stock incentive plan or grant or similar equity plan or 401(k) plans of the Company or any Subsidiary for the benefit of directors, officers, employees or consultants; (f) the disposition of any Hedge Agreement; (g) dispositions of Investments in cash or and Cash Equivalents; (gi) subject any Loan Party may transfer assets to any Loan Party, (ii) any Non-Loan Party may transfer assets to any Non-Loan Party or (iii) any Loan Party may transfer assets to any Non-Loan Party so long as (A) such transfer of assets is permitted by Section 10.3(b), (B) no Event of Default has occurred and is continuing as of the date of such transfer of assets or after giving effect thereto and (C) to the requirements extent such transfer involves the transfer of Section 8.2(b)Collateral included in the Borrowing Base, the sale Borrowers shall have delivered a pro forma Borrowing Base Certificate to the Administrative Agent at least two (2) Business Days prior to such transfer of timberlands by assets, which shall demonstrate that after giving effect to such transfer of assets, the U.S. Borrower or its Subsidiaries; (h) the transfer by the Original U.S. Borrower Borrowers will not be required to make a prepayment of the Capital Stock of the New U.S. Borrowers Loans or, if a prepayment would be required to the Parent in connection with the New U.S. Borrower Transactions in exchange for a promissory note or promissory notes, in form and substance satisfactory to the U.S. Administrative Agent, payable by the Parent to the Original U.S. Borrower (such notes, as amended, restated, supplemented or otherwise modifiedavoid an Overadvance, the “New U.S. Borrower Notes”)Borrowers shall make such prepayment prior to, or concurrent with, such transfer of assets; (i) [Intentionally Omitted]dispositions in connection with insurance and condemnation events; andprovided that the requirements of Section 2.5(c) are complied with in connection therewith; (j) Asset Dispositions the disposition of all or any a portion of the New U.S. Borrower Fixed Assets; provided that: (i) such Asset Disposition shall be for no less than fair market valueArsenal Venture Partners Investments; (ii) both before and after giving to such Asset Disposition, no Default or Event of Default shall have occurred and be continuing; (iii) the U.S. Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX; (iv) the terms of such Asset Disposition shall be reasonably satisfactory to the Administrative Agent and the U.S. Administrative Agent, each in its sole discretion; (v) the Net Cash Proceeds of such Asset Disposition shall be applied in accordance with Section 8.2(b)(ii); and (k) additional Asset Dispositions the disposition of the Law Enforcement Business Unit; provided that (i) no Event of Default has occurred and is continuing as of the date of such disposition or after giving effect thereto and (ii) the Borrowers shall have delivered to the Administrative Agent, at least two (2) Business Days prior to such disposition (A) a pro forma Borrowing Base Certificate which shall demonstrate that after giving effect to such disposition, the Borrowers will not otherwise permitted be required to make a prepayment of the Loans or, if a prepayment would be required to avoid an Overadvance, the Borrowers shall make such prepayment prior to, or concurrent with, such disposition and (B) a certificate from a Responsible Officer of the Borrowers setting forth the value of the assets to be disposed; (l) the disposition of Mar-Vel; provided that, (i) no Event of Default has occurred and is continuing as of the date of such disposition or after giving effect thereto and (ii) if the Accounts or Inventory of Mar-Vel are then included in the Borrowing Base, then the Borrowers shall have delivered to the Administrative Agent, at least two (2) Business Days prior to such disposition (A) a pro forma Borrowing Base Certificate which shall demonstrate that after giving effect to such disposition, the Borrowers will not be required to make a prepayment of the Loans or, if a prepayment would be required to avoid an Overadvance, the Borrowers shall make such prepayment prior to, or concurrent with, such disposition and (B) a certificate from a Responsible Officer of the Borrowers setting forth the value of the assets to be disposed; provided, however, that if Mar-Vel’s Accounts or Inventory are not then included in the Borrowing Base at the time of the disposition, then the proceeds from such disposition shall not be required to prepay Loans pursuant to this Section 2.5(c); (m) other dispositions in an aggregate amount not to exceed $250,000,000 10,000,000 in any calendar year; provided that (i) no Event of Default has occurred and is continuing as of the date of such disposition or after giving effect thereto and (ii) to the extent such disposition involves the disposition of Collateral included in the Borrowing Base, the Borrowers shall have delivered to the Administrative Agent, at least two (2) Business Days prior to such disposition (A) a pro forma Borrowing Base Certificate which shall demonstrate that after giving effect to such disposition, the Borrowers will not be required to make a prepayment of the Loans or, if a prepayment would be required to avoid an Overadvance, the Borrowers shall make such prepayment prior to, or concurrent with, such disposition and (B) a certificate from a Responsible Officer of the Borrowers setting forth the value of the assets to be disposed; and (n) dispositions not otherwise permitted by this Section 10.5 in an aggregate during the term of this Agreement (it being understood and agreed that this clause (k) shall amount not permit the sale of to exceed $250,000 in any New U.S. Borrower Fixed Assets)calendar year.

Limitations on Asset Dispositions. Make any Asset Disposition (including, without limitation, including the sale of any receivables and leasehold interests and any sale-leaseback or similar transactioninterests) except: (a) the sale of inventory in the ordinary course of business; (b) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the U.S. Borrower or any of its Subsidiaries; (c) the transfer of assets to the U.S. Borrower, the Borrower or any Wholly-Owned Subsidiary (provided that, in the case of any such transfer of assets, (i) if the transferee of such assets is a U.S. Credit Party or a Credit Party, such U.S. Credit Party or Credit Party shall not pay more than the fair market value of such assets (determined as of the date of the applicable transferGuarantor pursuant to Section 10.4(b) and (ii) if the transferor of such assets is a U.S. Credit Party or a Credit Party, the transferee shall not pay less than the fair market value of such assets (determined as of the date of the applicable transfer)any other transaction permitted pursuant to Section 10.4; (d) the sale Borrower or discount without recourse any Subsidiary may discount, sell or otherwise dispose of accounts receivable arising defaulted or past due receivables and similar obligations (i) made in the ordinary course of business and which remain unpaid by the account debtors, (ii) without recourse which are past due and which have been written off as uncollectible, (iii) from a Material Subsidiary to the Borrower or (iv) made in connection with the compromise or collection thereofsale of a business but only with respect to the receivables directly generated by the business so sold; (e) the disposition of any Hedging Hedge Agreement; (f) the disposition dispositions of Investments in cash or and Cash Equivalents; (gi) subject any Subsidiary Guarantor may transfer assets to the requirements Borrower or any other Subsidiary Guarantor, (ii) the Borrower may transfer assets to any Subsidiary Guarantor, (iii) any Non-Guarantor Subsidiary may transfer assets to the Borrower or any Subsidiary Guarantor (provided that, in connection with any such transfer, the Borrower or such Subsidiary Guarantor shall not pay more than an amount equal to the fair market value of Section 8.2(bsuch assets as determined in good faith by the General Partner at the time of such transfer), (iv) any Non-Guarantor Subsidiary may transfer assets to any other Non-Guarantor Subsidiary and (v) any Subsidiary Guarantor or the sale Borrower may transfer assets to a Non-Guarantor Subsidiary; provided that for purposes of timberlands by this clause (v), (x) such assets constitute non-core assets or (y) after giving effect to such transfer, such Non-Guarantor Subsidiary shall become a Subsidiary Guarantor; (h) non-exclusive licenses and sublicenses of intellectual property rights in the U.S. ordinary course of business not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Borrower or and its Subsidiaries; (hi) leases, subleases, licenses or sublicenses of real or personal property granted by any Borrower or any of its Subsidiaries to others in the transfer by ordinary course of business not interfering in any material respect with the Original U.S. Borrower business of the Capital Stock Borrower or any of the New U.S. Borrowers to the Parent its Subsidiaries; (j) dispositions in connection with the New U.S. Borrower Transactions Insurance and Condemnation Events; (k) dispositions of accounts receivable to an SPE in exchange for a promissory note or promissory notes, in form and substance satisfactory to the U.S. Administrative Agent, payable connection with an Accounts Receivable Securitization permitted by the Parent to the Original U.S. Borrower (such notes, as amended, restated, supplemented or otherwise modified, the “New U.S. Borrower Notes”Section 10.1(m); (il) [Intentionally Omitted]dispositions of assets in exchange for other assets having a fair market value (as determined in good faith by the Borrower) of not less than that of the assets so exchanged; (m) the write-off of good will or other intangibles in the ordinary course of business; and (j) Asset Dispositions of all or any portion of the New U.S. Borrower Fixed Assets; provided that: (i) such Asset Disposition shall be for no less than fair market value; (ii) both before and after giving to such Asset Disposition, no Default or Event of Default shall have occurred and be continuing; (iii) the U.S. Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX; (iv) the terms of such Asset Disposition shall be reasonably satisfactory to the Administrative Agent and the U.S. Administrative Agent, each in its sole discretion; (v) the Net Cash Proceeds of such Asset Disposition shall be applied in accordance with Section 8.2(b)(ii); and (kn) additional Asset Dispositions not otherwise permitted pursuant to this Section in an aggregate amount not to exceed in any Fiscal Year the greater of (i) 10% of Consolidated Net Tangible Assets or (ii) $250,000,000 in the aggregate during the term of this Agreement (it being understood and agreed that this clause (k) shall not permit the sale of any New U.S. Borrower Fixed Assets)175,000,000.

Limitations on Asset Dispositions. Make any Asset Disposition (including, without limitation, the sale of any receivables and leasehold interests and any sale-leaseback or similar transaction) except: (a) the sale of inventory in the ordinary course of business; (b) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the U.S. Borrower or any of its Subsidiaries; (c) the transfer of assets to the U.S. Borrower, the Canadian Borrower or any Wholly-Owned Subsidiary (provided that, in the case of any such transfer of assets, (i) if the transferee of such assets is a U.S. Credit Party or a Canadian Credit Party, such U.S. Credit Party or Canadian Credit Party shall not pay more than the fair market value of such assets (determined as of the date of the applicable transfer) and (ii) if the transferor of such assets is a U.S. Credit Party or a Canadian Credit Party, the transferee shall not pay less than the fair market value of such assets (determined as of the date of the applicable transfer); (d) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (e) the disposition of any Hedging Agreement; (f) the disposition of cash or Cash Equivalents; (g) subject to the requirements of Section 8.2(b), the sale of timberlands by the U.S. Borrower or its Subsidiaries; (h) the transfer by the Original U.S. Borrower of the Capital Stock of the New U.S. Borrowers to the Parent in connection with the New U.S. Borrower Transactions in exchange for a promissory note or promissory notes, in form and substance satisfactory to the U.S. Administrative Agent, payable by the Parent to the Original U.S. Borrower (such notes, as amended, restated, supplemented or otherwise modified, the “New U.S. Borrower Notes”); (i) [Intentionally Omitted]; and (j) Asset Dispositions of all or any portion of the New U.S. Borrower Fixed Assets; provided that: (i) such Asset Disposition shall be for no less than fair market value; (ii) both before and after giving to such Asset Disposition, no Default or Event of Default shall have occurred and be continuing; (iii) the U.S. Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX; (iv) the terms of such Asset Disposition shall be reasonably satisfactory to the Administrative Agent and the U.S. Canadian Administrative Agent, each in its sole discretion;; and (v) the Net Cash Proceeds of such Asset Disposition shall be applied in accordance with Section 8.2(b)(ii); and (k) additional Asset Dispositions not otherwise permitted pursuant to this Section in an aggregate amount not to exceed $250,000,000 in the aggregate during the term of this Agreement (it being understood and agreed that this clause (k) shall not permit the sale of any New U.S. Borrower Fixed Assets).

Limitations on Asset Dispositions. Make any Asset Disposition (including, without limitation, the sale of any receivables and leasehold interests and any sale-leaseback or similar transaction) except: (a) the sale of inventory in the ordinary course of business; (b) the sale of obsolete, worn-out or surplus assets in the ordinary course of business that are no longer used or usable in the business of the U.S. Borrower or any of its Subsidiaries; (c) the transfer of assets to the U.S. Borrower, the Borrower or any Wholly-Owned Subsidiary (provided that, in the case of any such transfer of assets, (i) if the transferee of such assets is a U.S. Credit Party or a Credit Party, such U.S. Credit Party or Credit Party shall not pay more than the fair market value of such assets (determined as of the date of the applicable transfer) and (ii) if the transferor of such assets is a U.S. Credit Party or a Credit Party, the transferee shall not pay less than the fair market value of such assets (determined as of the date of the applicable transfer); (d) the sale U.S. Borrower or discount without recourse any Subsidiary may write-off, discount, sell or otherwise dispose of accounts receivable arising defaulted or past due receivables and similar obligations in the ordinary course of business in connection with the compromise or collection thereofand not as part of an accounts receivable financing transaction; (e) the disposition of any Hedging Agreement; (f) the disposition of cash or Cash Equivalents; (g) subject to the requirements of Section 8.2(b), the sale of timberlands by the U.S. Borrower or its Subsidiaries; (h) the transfer by the Original U.S. Borrower of the Capital Stock of the New U.S. Borrowers to the Parent in connection with the New U.S. Borrower Transactions in exchange for a promissory note or promissory notes, in form and substance satisfactory to the U.S. Administrative Agent, payable by the Parent to the Original U.S. Borrower (such notes, as amended, restated, supplemented or otherwise modified, the “New U.S. Borrower Notes”); (i) [Intentionally Omitted]; and (j) Asset Dispositions of all or any portion of the New U.S. Borrower Fixed Assets, the Canadian Fixed Assets, the Korean Fixed Assets or the Korean Shares; provided that: (i) such Asset Disposition shall be for no less than fair market value; (ii) both before and after giving to such Asset Disposition, no Default or Event of Default shall have occurred and be continuing; (iii) the U.S. Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX; (iv) the terms of such Asset Disposition shall be reasonably satisfactory to the Administrative Agent and the U.S. Administrative Agent, each in its sole discretion; (v) the Net Cash Proceeds of such Asset Disposition shall be applied in accordance with Section 8.2(b)(ii); and (k) additional Asset Dispositions not otherwise permitted pursuant to this Section in an aggregate amount not to exceed $250,000,000 in the aggregate during the term of this Agreement (it being understood and agreed that this clause (k) shall not permit the sale of any New U.S. Borrower Fixed Assets). Notwithstanding anything to the contrary contained herein, the Net Cash Proceeds of any Asset Disposition permitted pursuant to this Section 10.5 shall be applied in accordance with Section 8.2(b), to the extent required by such Section 8.2(b).

Limitations on Asset Dispositions. Make any Asset Disposition (including, without limitation, the sale of any receivables and leasehold interests and any sale-leaseback or similar transaction) except: (a) the sale of inventory in the ordinary course of business; (b) the sale of obsolete, worn-out or surplus assets in the ordinary course of business that are no longer used or usable in the business of the U.S. Borrower or any of its Subsidiaries; (c) the transfer of assets to the U.S. Borrower, the Canadian Borrower or any Wholly-Owned Subsidiary (provided that, in the case of any such transfer of assets, (i) if the transferee of such assets is a U.S. Credit Party or a Canadian Credit Party, such U.S. Credit Party or Canadian Credit Party shall not pay more than the fair market value of such assets (determined as of the date of the applicable transfer) and (ii) if the transferor of such assets is a U.S. Credit Party or a Canadian Credit Party, the transferee shall not pay less than the fair market value of such assets (determined as of the date of the applicable transfer); (d) the sale Borrower or discount without recourse any Subsidiary may write-off, discount, sell or otherwise dispose of accounts receivable arising defaulted or past due receivables and similar obligations in the ordinary course of business in connection with the compromise or collection thereofand not as part of an accounts receivable financing transaction; (e) the disposition of any Hedging Agreement; (f) the disposition of cash or Cash Equivalents; (g) subject to the requirements of Section 8.2(b), the sale of timberlands by the U.S. Borrower or its Subsidiaries; (h) the transfer by the Original U.S. Borrower of the Capital Stock of the New U.S. Borrowers to the Parent in connection with the New U.S. Borrower Transactions in exchange for a promissory note or promissory notes, in form and substance satisfactory to the U.S. Administrative Agent, payable by the Parent to the Original U.S. Borrower (such notes, as amended, restated, supplemented or otherwise modified, the “"New U.S. Borrower Notes”"); (i) [Intentionally Omitted]; and; (j) Asset Dispositions of all or any portion of the New U.S. Borrower Fixed Assets, the Canadian Fixed Assets, the Korean Fixed Assets or the Korean Shares; provided that: (i) such Asset Disposition shall be for no less than fair market value; (ii) both before and after giving to such Asset Disposition, no Default or Event of Default shall have occurred and be continuing; (iii) the U.S. Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX; (iv) the terms of such Asset Disposition shall be reasonably satisfactory to the Administrative Agent and the U.S. Canadian Administrative Agent, each in its sole discretion; (v) the Net Cash Proceeds of such Asset Disposition shall be applied in accordance with Section 8.2(b)(ii); and (k) additional Asset Dispositions not otherwise permitted pursuant to this Section in an aggregate amount not to exceed $250,000,000 in the aggregate during the term of this Agreement (it being understood and agreed that this clause (k) shall not permit the sale of any New U.S. Borrower Fixed Assets). Notwithstanding anything to the contrary contained herein, the Net Cash Proceeds of any Asset Disposition permitted pursuant to this Section 10.5 shall be applied in accordance with Section 8.2(b), to the extent required by such Section 8.2(b).

Limitations on Asset Dispositions. Make any Asset Disposition (including, without limitation, the sale of any receivables and leasehold interests and any sale-leaseback or similar transaction) except: (a) the sale or lease of equipment, inventory or other assets in the ordinary course of business; (b) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the U.S. Borrower or any of its Restricted Subsidiaries; (c) any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the U.S. Borrower, the Borrower or any Wholly-Owned other Subsidiary (provided that, in the case of any such transfer of assets, (i) if the transferee of such assets is a U.S. Credit Party or a Credit Party, such U.S. Credit Party or Credit Party shall not pay more than the fair market value of such assets (determined as of the date of the applicable transfer) and (ii) Borrower; provided that if the transferor of in such assets a transaction is a U.S. Credit Party Restricted Subsidiary, then the transferee must either be the Borrower or a Credit Party, the transferee shall not pay less than the fair market value of such assets (determined as of the date of the applicable transfer)Restricted Subsidiary; (d) the sale or other disposition of investments permitted pursuant to clause (b) of the definition of Permitted Investments; (e) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (ef) the disposition of any Hedging Agreement; (fg) the disposition of sale (i) for cash or Cash Equivalents; Purchase Notes by the Borrower or any of its Restricted Subsidiaries of Unoccupied Prison Facilities for a minimum price per bed of $25,000, (gii) subject for cash of other Prison Facilities having a fair market value not to exceed $55,000,000 in the aggregate in any Fiscal Year, and (iii) for cash of any Prison Facility to the requirements United States Bureau of Section 8.2(b)Prisons or any other federal, the sale of timberlands state or local governmental agency in connection with a management contract with such entity with respect to such Prison Facility, such Asset Disposition to be for fair market value, as determined in good faith by the U.S. board of directors of the Borrower or its Subsidiariesand certified in writing by the board of directors to the Administrative Agent; (h) any sale or other disposition for cash of Purchase Notes for fair market value; (i) the transfer by the Original U.S. Borrower sale and leaseback of the Capital Stock of the New U.S. Borrowers Unoccupied Prison Facilities to the Parent Governmental Authorities in connection with management contracts relating thereto; provided that the New U.S. gross cash proceeds of such sale and leaseback transaction are at least equal to the fair market value, as determined in good faith by the Borrower, of such Unoccupied Prison Facility that is the subject of that sale and leaseback transaction and such transaction is otherwise on terms and conditions reasonably satisfactory to the Administrative Agent; (j) Asset Swaps; provided that (i) the Borrower Transactions would, at the time of such Asset Swap and after giving pro forma effect thereto as if such Asset Swap had been made at the beginning of the applicable four-fiscal quarter period, have been permitted to incur at least $1.00 of additional Indebtedness without declining below a Consolidated Fixed Charge Coverage Ratio of 2.0 to 1.0 for the Borrower’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such Asset Swap is to made and (ii) the board of directors of the Borrower determines that the fair market value of the assets received by the Borrower in exchange for the Asset Swap is not less than the fair market value of the assets disposed of by the Borrower in such Asset Swap and such determination is evidenced by a promissory note or promissory notesresolution of the board of directors of the Borrower set forth in an officer’s certificate delivered to the Administrative Agent, in form and substance satisfactory to the U.S. Administrative Agent, payable by the Parent to the Original U.S. Borrower (such notes, as amended, restated, supplemented or otherwise modified, the “New U.S. Borrower Notes”); (i) [Intentionally Omitted]; and (jk) Asset Dispositions of all or any portion of assets owned by the New U.S. Borrower Fixed Assets; provided that: and its Restricted Subsidiaries on the Closing Date, not otherwise permitted pursuant to this Section, in an aggregate amount not to exceed (i) such Asset Disposition shall be for no an amount equal to ten percent (10%) of Consolidated Tangible Assets determined as of the end of the fiscal quarter ended immediately prior to the Closing Date less than fair market value; (ii) both before and the aggregate amounts of Liens incurred pursuant to Section 10.2(n) that are subject to clause (i) of the proviso of such Section (after giving effect to any Liens that are released in connection with such Asset DispositionDispositions); provided that compliance with this Section 10.4(k) shall be determined, in each case, as of the date an Asset Disposition is made in reliance on this Section 10.4(k) (it being understood that this Section 10.4(k) is a limitation on such Asset Dispositions on a prospective basis only and that no Default or Event of Default shall have occurred and be continuingoccur under this Section 10.4(k) retroactively); (iiil) the U.S. Borrower shall be sale by CCA (U.K.) Ltd, a U.K. corporation, of its interest in pro forma compliance with each of the covenants set forth in Article IXAgecroft; (ivm) the terms sale or other disposition by the Borrower of such Asset Disposition shall be reasonably satisfactory to its interest in the Administrative Agent and the U.S. Administrative Agent, each in its sole discretionAgecroft Note; (vn) the Net Cash Proceeds of such Asset Disposition shall be applied in accordance with sales or other dispositions permitted pursuant to Section 8.2(b)(ii); and10.5; (ko) additional Asset Dispositions not otherwise permitted pursuant to this Section in an aggregate amount not to exceed $250,000,000 25,000,000 in any Fiscal Year; and (p) additional Asset Dispositions of assets acquired by the Borrower and its Restricted Subsidiaries after the Closing Date and Designated Assets, subject to the terms and conditions set forth below: (i) the Borrower (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Disposition at least equal to (A) the fair market value of the assets (other than Designated Assets) sold or otherwise disposed of or (B) the Designated Asset Value of the Designated Assets sold or otherwise disposed of; (ii) the fair market value or Designated Asset Value, as applicable, is determined by the board of directors of the Borrower and evidenced by a resolution of such board of directors set forth in an officer’s certificate delivered to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent; and (iii) at least 75% of the consideration received in the aggregate during Asset Disposition by the term Borrower or such Restricted Subsidiary is in the form of this Agreement (it being understood and agreed that cash or Cash Equivalents. For purposes of this clause (kiii) only, each of the following will be deemed to be cash: (A) any liabilities, as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet, of the Borrower or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to this Agreement) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Borrower or such Restricted Subsidiary from further liability; (B) any securities, notes or other obligations received by the Borrower or any such Restricted Subsidiary from such transferee that are converted within ninety (90) days of the applicable Asset Disposition by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents, to the extent of the cash or Cash Equivalents received in that conversion; (C) 100% of the securities, notes or other obligations or Indebtedness actually received by the Borrower as consideration for the sale or other disposition of a Designated Asset pursuant to the terms of a Designated Asset Contract, but only to the extent that such securities, notes or other obligations or Indebtedness were explicitly required to be included, or permitted to be included solely at the option of the purchaser, in such consideration pursuant to the terms of the applicable Designated Asset Contract; (D) 100% of the Indebtedness actually incurred in favor of the Borrower as consideration for the sale or other disposition of an Unoccupied Prison Facility; and (E) any Designated Non-Cash Consideration received by the Borrower or any such Restricted Subsidiary in the Asset Disposition; provided, however, that within 360 days after the receipt of any Net Proceeds from an Asset Disposition permitted pursuant to this Section 10.4(p), the Borrower may apply the Net Proceeds from such Asset Disposition: (1) to acquire all or substantially all of the assets of, or a majority of the Capital Stock of, another Permitted Business; (2) to make a capital expenditure (provided, that the completion of (i) construction of new facilities, (ii) expansions to existing facilities, and (iii) repair or reconstruction of damaged or destroyed facilities that commences within 360 days after the receipt of any Net Proceeds from an Asset Disposition may extend for an additional 360 day period if the Net Proceeds to be used for such construction, expansion or repair are committed to and set aside specifically for such activity within 360 days of their receipt); or (3) to acquire other long-term assets that are used or useful in a Permitted Business. Pending the final application of any Net Proceeds, the Borrower may use the Net Proceeds to pay Loans or invest the Net Proceeds in any Permitted Investment. Any Net Proceeds from Asset Dispositions that are not applied or invested as provided in the preceding proviso to this Section 10.4(p) shall not permit constitute “Excess Proceeds.” Within five (5) days of each date on which the sale aggregate amount of Excess Proceeds exceeds $15,000,000, the Borrower shall apply all the Excess Proceeds to prepay the Loans in the manner set forth in Section 2.4(b), without a corresponding permanent reduction in the Revolving Credit Commitment. If any New U.S. Excess Proceeds remain after such prepayment of the Loans, the Borrower Fixed Assets)shall offer to purchase Senior Unsecured Notes with such remaining Excess Proceeds pursuant to the terms and conditions of the Senior Unsecured Notes. Upon application of the Excess Proceeds to prepay the Loans and prepay the Senior Unsecured Notes, the amount of Excess Proceeds shall be reset at zero.

Limitations on Asset Dispositions. Make any Asset Disposition (including, without limitation, the sale of any receivables and leasehold interests and any sale-leaseback or similar transaction) except: (a) the sale of inventory in the ordinary course of business; (b) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the U.S. Borrower Borrowers or any of its their Subsidiaries; (c) the transfer of assets to the U.S. Borrower, the Borrower Borrowers or any Wholly-Owned Subsidiary of their Subsidiaries pursuant to Section 11.4 (provided that, in the case of any such transfer of assets, (i) if the transferee of such assets is a U.S. Credit Party or a Credit Party, such U.S. Credit Party or Credit Party shall not pay more than the fair market value of such assets (determined as of the date of the applicable transfer) and (ii) if the transferor of such assets is a U.S. Credit Party or a Credit Party, the transferee shall not pay less than the fair market value of such assets (determined as of the date of the applicable transferb); (d) the sale Borrowers or discount without recourse any Subsidiary thereof may (i) write-off, discount, sell or otherwise dispose of accounts receivable arising defaulted or past due receivables and similar obligations in the ordinary course of business and not as part of an accounts receivable financing transaction and (ii) discount non-recourse non-U.S. customer notes, accounts receivable, bankers acceptances, trade acceptances, bills of exchange or letters of credit where customers’ accounts receivable are otherwise subject to a long period of collection, credit risk, currency risk or country and political risk in connection with the compromise or collection thereofordinary course of business and not as part of an accounts receivable financing transaction; (e) the disposition of any Hedging Agreement; (f) the disposition sale, loan, licensing or other dispositions of cash either the Borrower’s or Cash Equivalentsany of their Subsidiaries’ software products or the licensing of either the Borrower’s or any of their Subsidiaries’ intellectual property, in either case, in the ordinary course of business; (g) subject to the requirements of Section 8.2(b), the sale of timberlands by the U.S. Borrower or its Subsidiaries; (h) the transfer by the Original U.S. Borrower of the Capital Stock of the New U.S. Borrowers to the Parent in connection with the New U.S. Borrower Transactions in exchange for a promissory note or promissory notes, in form and substance satisfactory to the U.S. Administrative Agent, payable by the Parent to the Original U.S. Borrower (such notes, as amended, restated, supplemented or otherwise modified, the “New U.S. Borrower Notes”); (i) [Intentionally Omitted]; and (j) Asset Dispositions of all or any portion of the New U.S. Borrower Fixed Assets; provided that: (i) such Asset Disposition shall be for no less than fair market value; (ii) both before and after giving to such Asset Disposition, no Default or Event of Default shall have occurred and be continuing; (iii) the U.S. Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX; (iv) the terms of such Asset Disposition shall be reasonably satisfactory to the Administrative Agent and the U.S. Administrative Agent, each in its sole discretion; (v) the Net Cash Proceeds of such Asset Disposition shall be applied in accordance with Section 8.2(b)(ii); and (k) additional Asset Dispositions not otherwise permitted pursuant to this Section in an aggregate amount not to exceed $250,000,000 in Section, provided that the aggregate Net Divested Asset Value of such Asset Dispositions, together with all other Asset Dispositions during the term of this Agreement Agreement, does not exceed $150,000,000; and (it being understood and agreed that h) to the extent any of the transactions described in Section 11.3(e) are considered to be ‘Asset Dispositions’ under the provisions of this clause (k) shall not permit the sale of any New U.S. Borrower Fixed Assets)Section 11.5, such transactions are permitted hereunder.

Limitations on Asset Dispositions. Make any Asset Disposition (including, without limitation, including the sale of any receivables and leasehold interests and any sale-leaseback or similar transaction) except: (a) the sale or lease of equipment, inventory or other assets in the ordinary course of business; (b) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the U.S. Borrower or any of its Restricted Subsidiaries; (c) any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the U.S. Borrower, the Borrower or any Wholly-Owned other Subsidiary (provided that, in the case of any such transfer of assets, (i) if the transferee of such assets is a U.S. Credit Party or a Credit Party, such U.S. Credit Party or Credit Party shall not pay more than the fair market value of such assets (determined as of the date of the applicable transfer) and (ii) Borrower; provided that if the transferor of in such assets a transaction is a U.S. Credit Party Restricted Subsidiary, then the transferee must either be the Borrower or a Credit Party, the transferee shall not pay less than the fair market value of such assets (determined as of the date of the applicable transfer)Restricted Subsidiary; (d) the sale or other disposition of investments permitted pursuant to clause (b) of the definition of Permitted Investments; (e) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (ef) the disposition of any Hedging Agreement; (fg) the disposition of sale (i) for cash or Cash Equivalents; Purchase Notes by the Borrower or any of its Restricted Subsidiaries of Unoccupied Subject Facilities for a minimum price per bed of $25,000, (gii) subject for cash of other Subject Facilities having a fair market value not to exceed $55,000,000 in the aggregate in any Fiscal Year, and (iii) for cash of any Prison Facility to the requirements United States Bureau of Section 8.2(b)Prisons or any other federal, the sale of timberlands state or local governmental agency in connection with a management contract with such entity with respect to such Prison Facility, such Asset Disposition to be for fair market value, as determined in good faith by the U.S. board of directors of the Borrower or its Subsidiariesand certified in writing by the board of directors to the Administrative Agent; (h) any sale or other disposition for cash of Purchase Notes for fair market value; (i) the transfer by the Original U.S. Borrower sale and leaseback of the Capital Stock of the New U.S. Borrowers Unoccupied Subject Facilities to the Parent Governmental Authorities in connection with management contracts relating thereto; provided that the New U.S. gross cash proceeds of such sale and leaseback transaction are at least equal to the fair market value, as determined in good faith by the Borrower, of such Unoccupied Subject Facility that is the subject of that sale and leaseback transaction and such transaction is otherwise on terms and conditions reasonably satisfactory to the Administrative Agent; (j) Asset Swaps; provided that (i) the Borrower Transactions would, at the time of such Asset Swap and after giving pro forma effect thereto as if such Asset Swap had been made at the beginning of the applicable four-fiscal quarter period, have been permitted to incur at least $1.00 of additional Indebtedness without declining below a Consolidated Fixed Charge Coverage Ratio of 2.0 to 1.0 for the Borrower’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such Asset Swap is to made and (ii) the board of directors of the Borrower determines that the fair market value of the assets received by the Borrower in exchange for the Asset Swap is not less than the fair market value of the assets disposed of by the Borrower in such Asset Swap and such determination is evidenced by a promissory note or promissory notesresolution of the board of directors of the Borrower set forth in an officer’s certificate delivered to the Administrative Agent, in form and substance satisfactory to the U.S. Administrative Agent, payable by the Parent ; provided further that any Asset Swap involving Collateral will be subject to the Original U.S. Borrower (such notes, as amended, restated, supplemented or otherwise modified, the “New U.S. Borrower Notes”)requirements of Section 8.17; (i) [Intentionally Omitted]; and (jk) Asset Dispositions of all or any portion of assets owned by the New U.S. Borrower Fixed Assets; provided that: and its Restricted Subsidiaries on the Prior Closing Date, not otherwise permitted pursuant to this Section, in an aggregate amount not to exceed (i) such Asset Disposition shall be for no an amount equal to ten percent (10%) of Consolidated Tangible Assets determined as of the end of the fiscal quarter ended immediately prior to the Prior Closing Date less than fair market value; (ii) both before and the aggregate amounts of Liens incurred pursuant to Section 10.2(n) that are subject to clause (i) of the proviso of such Section (after giving effect to the outstanding principal balance of the Term Loan) (after giving effect to any Liens that are released in connection with such Asset DispositionDispositions); provided that compliance with this Section 10.4(k) shall be determined, in each case, as of the date an Asset Disposition is made in reliance on this Section 10.4(k) (it being understood that this Section 10.4(k) is a limitation on such Asset 74 Dispositions on a prospective basis only and that no Default or Event of Default shall have occurred and be continuingoccur under this Section 10.4(k) retroactively); (iiil) the U.S. Borrower shall be sale by CCA (U.K.) Ltd, a U.K. corporation, of its interest in pro forma compliance with each of the covenants set forth in Article IXAgecroft; (ivm) the terms sale or other disposition by the Borrower of such Asset Disposition shall be reasonably satisfactory to its interest in the Administrative Agent and the U.S. Administrative Agent, each in its sole discretionAgecroft Note; (vn) the Net Cash Proceeds of such Asset Disposition shall be applied in accordance with sales or other dispositions permitted pursuant to Section 8.2(b)(ii); and10.5; (ko) additional Asset Dispositions not otherwise permitted pursuant to this Section in an aggregate amount not to exceed $250,000,000 50,000,000 in any Fiscal Year; (p) the sale of the Prairie Correctional Facility in Appleton, Minnesota, including the corresponding improvements and all personal property at such location owned by the Borrower or any of the other Credit Parties; and (q) additional Asset Dispositions of assets acquired by the Borrower and its Restricted Subsidiaries after the Prior Closing Date and Designated Assets, subject to the terms and conditions set forth below: (i) the Borrower (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Disposition at least equal to (A) the fair market value of the assets (other than Designated Assets) sold or otherwise disposed of or (B) the Designated Asset Value of the Designated Assets sold or otherwise disposed of; (ii) the fair market value or Designated Asset Value, as applicable, is determined by the board of directors of the Borrower and evidenced by a resolution of such board of directors set forth in an officer’s certificate delivered to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent; and (iii) at least 75% of the consideration received in the aggregate during Asset Disposition by the term Borrower or such Restricted Subsidiary is in the form of this Agreement (it being understood and agreed that cash or Cash Equivalents. For purposes of this clause (kiii) shall not permit only, each of the following will be deemed to be cash: (A) any liabilities, as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet, of the Borrower or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to this Agreement) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Borrower or such Restricted Subsidiary from further liability; (B) any securities, notes or other obligations received by the Borrower or any such Restricted Subsidiary from such transferee that are converted within ninety (90) days of the applicable Asset Disposition by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents, to the extent of the cash or Cash Equivalents received in that conversion; (C) 100% of the securities, notes or other obligations or Indebtedness actually received by the Borrower as consideration for the sale or other disposition of a Designated Asset pursuant to the terms of a Designated Asset Contract, but only to the extent that such securities, notes or other obligations or Indebtedness were explicitly 75 required to be included, or permitted to be included solely at the option of the purchaser, in such consideration pursuant to the terms of the applicable Designated Asset Contract; (D) 100% of the Indebtedness actually incurred in favor of the Borrower as consideration for the sale or other disposition of an Unoccupied Subject Facility; and (E) any Designated Non-Cash Consideration received by the Borrower or any such Restricted Subsidiary in the Asset Disposition. For the avoidance of doubt, a lease by the Borrower or a Subsidiary, as lessee, of any New U.S. Borrower Fixed Assets)asset disposed of in a transaction not prohibited by this Section 10.4, shall be permitted so long as such lease is not otherwise prohibited by this Agreement.

Limitations on Asset Dispositions. Make any Asset Disposition (including, without limitation, the sale of any receivables and leasehold interests and any sale-leaseback or similar transaction) except: (a) the sale of inventory in the ordinary course of business; (b) the sale of obsolete, worn-out or surplus assets in the ordinary course of business that are no longer used or usable in the business of the U.S. Borrower or any of its Subsidiaries; (c) the transfer of assets to the U.S. Borrower, the Borrower or any Wholly-Owned Subsidiary (provided that, in the case of any such transfer of assets, (i) if the transferee of such assets is a U.S. Credit Party or a Credit Party, such U.S. Credit Party or Credit Party shall not pay more than the fair market value of such assets (determined as of the date of the applicable transfer) and (ii) if the transferor of such assets is a U.S. Credit Party or a Credit Party, the transferee shall not pay less than the fair market value of such assets (determined as of the date of the applicable transfer); (d) the sale U.S. Borrower or discount without recourse any Subsidiary may write-off, discount, sell or otherwise dispose of accounts receivable arising defaulted or past due receivables and similar obligations in the ordinary course of business in connection with the compromise or collection thereofand not as part of an accounts receivable financing transaction; (e) the disposition of any Hedging Agreement;; -- (f) the disposition of cash or Cash Equivalents; (g) subject to the requirements of Section 8.2(b), the sale of timberlands by the U.S. Borrower or its Subsidiaries; (h) the transfer by the Original U.S. Borrower of the Capital Stock of the New U.S. Borrowers to the Parent in connection with the New U.S. Borrower Transactions in exchange for a promissory note or promissory notes, in form and substance satisfactory to the U.S. Administrative Agent, payable by the Parent to the Original U.S. Borrower (such notes, as amended, restated, supplemented or otherwise modified, the “New U.S. Borrower Notes”); (i) [Intentionally Omitted]; and (j) Asset Dispositions of all or any portion of the New U.S. Borrower Fixed Assets, the Canadian Fixed Assets, the Korean Fixed Assets or the Korean Shares; provided that: (i) such Asset Disposition shall be for no less than fair market value; (ii) both before and after giving to such Asset Disposition, no Default or Event of Default shall have occurred and be continuing; (iii) the U.S. Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX; (iv) the terms of such Asset Disposition shall be reasonably satisfactory to the Administrative Agent and the U.S. Administrative Agent, each in its sole discretion; (v) the Net Cash Proceeds of such Asset Disposition shall be applied in accordance with Section 8.2(b)(ii); and (k) additional Asset Dispositions not otherwise permitted pursuant to this Section in an aggregate amount not to exceed $250,000,000 in the aggregate during the term of this Agreement (it being understood and agreed that this clause (k) shall not permit the sale of any New U.S. Borrower Fixed Assets). Notwithstanding anything to the contrary contained herein, the Net Cash Proceeds of any Asset Disposition permitted pursuant to this Section 10.5 shall be applied in accordance with Section 8.2(b), to the extent required by such Section 8.2(b).

Limitations on Asset Dispositions. Make any Asset Disposition (including, without limitation, the sale of any receivables and leasehold interests and any sale-leaseback or similar transaction) except: (a) the sale disposition of inventory in the ordinary course of business; (b) the sale disposition of obsolete, obsolete or worn-out or surplus assets no longer used or usable in the business of the U.S. Borrower or any of its SubsidiariesSubsidiaries and the disposition of immaterial assets that are no longer necessary for the business of the Borrower and its Subsidiaries (as determined in the Borrower’s reasonable business judgment), in each case, whether now owned or hereafter acquired in the ordinary course of business; (c) the transfer of assets to the U.S. Borrower, the Borrower or any Wholly-Owned Subsidiary (provided that, in the case of any such transfer of assets, (i) if the transferee of such assets is a U.S. Credit Party or a Credit Party, such U.S. Credit Party or Credit Party shall not pay more than the fair market value of such assets (determined as of the date of the applicable transferGuarantor pursuant to Section 9.4(b) and (ii) if the transferor of such assets is a U.S. Credit Party or a Credit Party, the transferee shall not pay less than the fair market value of such assets (determined as of the date of the applicable transfer)any other transaction permitted pursuant to Section 9.4; (d) the sale Borrower or discount without recourse any Subsidiary may write-off, discount, sell or otherwise dispose of accounts receivable arising defaulted or past due receivables and similar obligations in the ordinary course of business in connection with the compromise or collection thereofand not as part of an accounts receivable financing transaction; (e) the disposition of any Hedging Agreement; (f) the disposition dispositions of cash and Cash Equivalents not otherwise prohibited by Sections 9.3 or Cash Equivalents9.6; (gi) subject any Consolidated Subsidiary may transfer assets to the requirements of Section 8.2(b)Borrower or any other Guarantor, (ii) the Borrower may transfer assets to any Guarantor, (iii) any Non-Guarantor Subsidiary may transfer assets to the Borrower or any Guarantor (provided that, in connection with any such transfer, the sale of timberlands by the U.S. Borrower or such Guarantor shall not pay more than an amount equal to the fair market value of such assets as determined at the time of such transfer) and (iv) any Non-Guarantor Subsidiary may transfer assets to any other Non-Guarantor Subsidiary; (h) 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; (hi) easement, rights of way, 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; (j) dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the transfer proceeds of such disposition are reasonably promptly applied to the purchase price of such replacement property; (k) dispositions by the Original U.S. Borrower and its Consolidated Subsidiaries not otherwise permitted under this Section 9.5; provided that (i) at the time of such disposition, no Event of Default shall exist or would result from such disposition, (ii) the purchase price for such asset sale shall be at fair market value and (iii) not less than 75% of the Capital Stock purchase price for such asset shall be paid to the Borrower or such Consolidated Subsidiary in cash (provided that the following shall be deemed to be cash for purposes of this provision and Section 9.3(q) and for no other provision: (A) any liabilities (as shown on the Borrower’s or such Consolidated Subsidiary’s most recent balance sheet or in the footnotes thereto) of the New U.S. Borrowers Borrower or a Consolidated Subsidiary, other than liabilities that are by their terms subordinated to the Parent Obligations or that are owed to the Borrower or a Consolidated Subsidiary, that are assumed by the transferee of any such assets and for which the Borrower and all of its Subsidiaries have been validly released by all creditors in writing and (B) any securities received by the Borrower or such Consolidated Subsidiary from such transferee that are converted by the Borrower or such Consolidated Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such disposition), and (iv) any mandatory prepayment required under Section 2.6 in connection with such asset disposition is made; (l) dispositions of accounts receivable in connection with the New U.S. Borrower Transactions collection or compromise thereof in exchange for a promissory note or promissory notes, in form and substance satisfactory to the U.S. Administrative Agent, payable by the Parent to the Original U.S. Borrower (such notes, as amended, restated, supplemented or otherwise modified, the “New U.S. Borrower Notes”)ordinary course of business; (im) [Intentionally Omitted]; and (j) Asset Dispositions transfers of all or any portion property subject to casualty events upon receipt of the New U.S. Borrower Fixed Assets; provided that: (i) such Asset Disposition shall be for no less than fair market value; (ii) both before and after giving to such Asset Disposition, no Default or Event of Default shall have occurred and be continuing; (iii) the U.S. Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX; (iv) the terms of such Asset Disposition shall be reasonably satisfactory to the Administrative Agent and the U.S. Administrative Agent, each in its sole discretion; (v) the Net Cash Proceeds of such Asset Disposition shall casualty event; (n) dispositions of real property and related assets in the ordinary course of business in connection with relocation activities for directors, officers, members of management, employees or consultants of the Borrower and its Consolidated Subsidiaries; (o) sale-leaseback transactions permitted under Section 9.12; (p) any Restricted Payment that is permitted to be applied in accordance with made, and is made, pursuant to Section 8.2(b)(ii)9.6 or any Investment that is permitted to be made, and is made, pursuant to Section 9.3; (q) the creation of any Lien permitted under this Agreement; (r) any issuance, sale, pledge or other disposition of Capital Stock in, or Indebtedness or other securities of, an Unrestricted Entity; (s) dispositions arising from condemnations, eminent domain, seizure, nationalization or any similar action; and (kt) additional Asset Dispositions not otherwise permitted dispositions of Investments (including Capital Stock) in joint ventures to the extent required by, or made pursuant to this Section customary buy/sell arrangements or rights of first refusal between, the joint venture parties set forth in an aggregate amount not to exceed $250,000,000 in the aggregate during the term of this Agreement (it being understood joint venture arrangements and agreed that this clause (k) shall not permit the sale of any New U.S. Borrower Fixed Assets)similar binding arrangements.

Limitations on Asset Dispositions. Make any Asset Disposition (including, without limitation, including the sale of any receivables and leasehold interests and any sale-leaseback or similar transaction) except: (a) the sale or lease of equipment, inventory or other assets in the ordinary course of business; (b) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the U.S. Borrower or any of its Restricted Subsidiaries; (c) any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the U.S. Borrower, the Borrower or any Wholly-Owned other Subsidiary (provided that, in the case of any such transfer of assets, (i) if the transferee of such assets is a U.S. Credit Party or a Credit Party, such U.S. Credit Party or Credit Party shall not pay more than the fair market value of such assets (determined as of the date of the applicable transfer) and (ii) Borrower; provided that if the transferor of in such assets a transaction is a U.S. Credit Party Restricted Subsidiary, then the transferee must either be the Borrower or a Credit Party, the transferee shall not pay less than the fair market value of such assets (determined as of the date of the applicable transfer)Restricted Subsidiary; (d) the sale or other disposition of investments permitted pursuant to clause (b) of the definition of Permitted Investments; (e) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (ef) the disposition of any Hedging Agreement; (fg) the disposition of sale (i) for cash or Cash Equivalents; Purchase Notes by the Borrower or any of its Restricted Subsidiaries of Unoccupied Subject Facilities for a minimum price per bed of $25,000, (gii) subject for cash of other Subject Facilities having a fair market value not to exceed $55,000,000 in the aggregate in any Fiscal Year, and (iii) for cash of any Prison Facility to the requirements United States Bureau of Section 8.2(b)Prisons or any other federal, the sale of timberlands state or local governmental agency in connection with a management contract with such entity with respect to such Prison Facility, such Asset Disposition to be for fair market value, as determined in good faith by the U.S. board of directors of the Borrower or its Subsidiariesand certified in writing by the board of directors to the Administrative Agent; (h) any sale or other disposition for cash of Purchase Notes for fair market value; (i) the transfer by the Original U.S. Borrower sale and leaseback of the Capital Stock of the New U.S. Borrowers Unoccupied Subject Facilities to the Parent Governmental Authorities in connection with management contracts relating thereto; provided that the New U.S. gross cash proceeds of such sale and leaseback transaction are at least equal to the fair market value, as determined in good faith by the Borrower, of such Unoccupied Subject Facility that is the subject of that sale and leaseback transaction and such transaction is otherwise on terms and conditions reasonably satisfactory to the Administrative Agent; (j) Asset Swaps; provided that (i) the Borrower Transactions would, at the time of such Asset Swap and after giving pro forma effect thereto as if such Asset Swap had been made at the beginning of the applicable four-fiscal quarter period, have been permitted to incur at least $1.00 of additional Indebtedness without declining below a Consolidated Fixed Charge Coverage Ratio of 2.0 to 1.0 for the Borrower’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such Asset Swap is to made and (ii) the board of directors of the Borrower determines that the fair market value of the assets received by the Borrower in exchange for the Asset Swap is not less than the fair market value of the assets disposed of by the Borrower in such Asset Swap and such determination is evidenced by a promissory note or promissory notesresolution of the board of directors of the Borrower set forth in an officer’s certificate delivered to the Administrative Agent, in form and substance satisfactory to the U.S. Administrative Agent, payable by the Parent to the Original U.S. Borrower (such notes, as amended, restated, supplemented or otherwise modified, the “New U.S. Borrower Notes”); (i) [Intentionally Omitted]; and (jk) Asset Dispositions of all or any portion of assets owned by the New U.S. Borrower Fixed Assets; provided that: and its Restricted Subsidiaries on the Closing Date, not otherwise permitted pursuant to this Section, in an aggregate amount not to exceed (i) such Asset Disposition shall be for no an amount equal to ten percent (10%) of Consolidated Tangible Assets determined as of the end of the fiscal quarter ended immediately prior to the Closing Date less than fair market value; (ii) both before and the aggregate amounts of Liens outstanding pursuant to Section 10.2(n) that are subject to clause (i) of the proviso of such Section (after giving effect to any Liens that are released in connection with such Asset DispositionDispositions); provided that compliance with this Section 10.4(k) shall be determined, in each case, as of the date an Asset Disposition is made in reliance on this Section 10.4(k) (it being understood that this Section 10.4(k) is a limitation on such Asset Dispositions on a prospective basis only and that no Default or Event of Default shall have occurred and be continuingoccur under this Section 10.4(k) retroactively); (iiil) the U.S. Borrower shall be sale by CCA (U.K.) Ltd, a U.K. corporation, of its interest in pro forma compliance with each of the covenants set forth in Article IXAgecroft; (ivm) the terms sale or other disposition by the Borrower of such Asset Disposition shall be reasonably satisfactory to its interest in the Administrative Agent and the U.S. Administrative Agent, each in its sole discretionAgecroft Note; (vn) the Net Cash Proceeds of such Asset Disposition shall be applied in accordance with sales or other dispositions permitted pursuant to Section 8.2(b)(ii); and10.5; (ko) additional Asset Dispositions not otherwise permitted pursuant to this Section in an aggregate amount not to exceed $250,000,000 50,000,000 in any Fiscal Year; (p) the sale of Prairie Correctional Facility, Huerfano County Correctional Center, Diamondback Correctional Facility, Xxxxxx Adjustment Center, Kit Xxxxxx Correctional Center, West Tennessee Detention Facility and XxXxx Correctional Facility, including the corresponding improvements and all personal property at such locations owned by the Borrower or any of the other Credit Parties; and (q) additional Asset Dispositions of assets acquired by the Borrower and its Restricted Subsidiaries after the Closing Date and Designated Assets, subject to the terms and conditions set forth below: (i) the Borrower (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Disposition at least equal to (A) the fair market value of the assets (other than Designated Assets) sold or otherwise disposed of or (B) the Designated Asset Value of the Designated Assets sold or otherwise disposed of; (ii) the fair market value or Designated Asset Value, as applicable, is determined by the board of directors of the Borrower and evidenced by a resolution of such board of directors set forth in an officer’s certificate delivered to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent; and (iii) at least 75% of the consideration received in the aggregate during Asset Disposition by the term Borrower or such Restricted Subsidiary is in the form of this Agreement (it being understood and agreed that cash or Cash Equivalents. For purposes of this clause (kiii) shall not permit only, each of the following will be deemed to be cash: (A) any liabilities, as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet, of the Borrower or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to this Agreement) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Borrower or such Restricted Subsidiary from further liability; (B) any securities, notes or other obligations received by the Borrower or any such Restricted Subsidiary from such transferee that are converted within ninety (90) days of the applicable Asset Disposition by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents, to the extent of the cash or Cash Equivalents received in that conversion; (C) 100% of the securities, notes or other obligations or Indebtedness actually received by the Borrower as consideration for the sale or other disposition of a Designated Asset pursuant to the terms of a Designated Asset Contract, but only to the extent that such securities, notes or other obligations or Indebtedness were explicitly required to be included, or permitted to be included solely at the option of the purchaser, in such consideration pursuant to the terms of the applicable Designated Asset Contract; (D) 100% of the Indebtedness actually incurred in favor of the Borrower as consideration for the sale or other disposition of an Unoccupied Subject Facility; and (E) any Designated Non-Cash Consideration received by the Borrower or any such Restricted Subsidiary in the Asset Disposition. For the avoidance of doubt, a lease by the Borrower or a Subsidiary, as lessee, of any New U.S. Borrower Fixed Assets)asset disposed of in a transaction not prohibited by this Section 10.4, shall be permitted so long as such lease is not otherwise prohibited by this Agreement.

Limitations on Asset Dispositions. Make any Asset Disposition (including, without limitation, including the sale of any receivables and leasehold interests and any sale-leaseback or similar transaction) except: (a) the sale or lease of equipment, inventory or other assets in the ordinary course of business; (b) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the U.S. Borrower or any of its Restricted Subsidiaries; (c) any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the U.S. Borrower, the Borrower or any Wholly-Owned other Subsidiary (provided that, in the case of any such transfer of assets, (i) if the transferee of such assets is a U.S. Credit Party or a Credit Party, such U.S. Credit Party or Credit Party shall not pay more than the fair market value of such assets (determined as of the date of the applicable transfer) and (ii) Borrower; provided that if the transferor of in such assets a transaction is a U.S. Credit Party Restricted Subsidiary, then the transferee must either be the Borrower or a Credit Party, the transferee shall not pay less than the fair market value of such assets (determined as of the date of the applicable transfer)Restricted Subsidiary; (d) the sale or other disposition of investments permitted pursuant to clause (b) of the definition of Permitted Investments; (e) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (ef) the disposition of any Hedging Agreement; (fg) the disposition of sale (i) for cash or Cash Equivalents; Purchase Notes by the Borrower or any of its Restricted Subsidiaries of Unoccupied Subject Facilities for a minimum price per bed of $25,000, (gii) subject for cash of other Subject Facilities having a fair market value not to exceed $55,000,000 in the aggregate in any Fiscal Year, and (iii) for cash of any Prison Facility to the requirements United States Bureau of Section 8.2(b)Prisons or any other federal, the sale of timberlands state or local governmental agency in connection with a management contract with such entity with respect to such Prison Facility, such Asset Disposition to be for fair market value, as determined in good faith by the U.S. board of directors of the Borrower or its Subsidiariesand certified in writing by the board of directors to the Administrative Agent; (h) any sale or other disposition for cash of Purchase Notes for fair market value; (i) the transfer by the Original U.S. Borrower sale and leaseback of the Capital Stock of the New U.S. Borrowers Unoccupied Subject Facilities to the Parent Governmental Authorities in connection with management contracts relating thereto; provided that the New U.S. gross cash proceeds of such sale and leaseback transaction are at least equal to the fair market value, as determined in good faith by the Borrower, of such Unoccupied Subject Facility that is the subject of that sale and leaseback transaction and such transaction is otherwise on terms and conditions reasonably satisfactory to the Administrative Agent; (j) Asset Swaps; provided that (i) the Borrower Transactions would, at the time of such Asset Swap and after giving pro forma effect thereto as if such Asset Swap had been made at the beginning of the applicable four-fiscal quarter period, have been permitted to incur at least $1.00 of additional Indebtedness without declining below a Consolidated Fixed Charge Coverage Ratio of 2.0 to 1.0 for the Borrower’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such Asset Swap is to made and (ii) the board of directors of the Borrower determines that the fair market value of the assets received by the Borrower in exchange for the Asset Swap is not less than the fair market value of the assets disposed of by the Borrower in such Asset Swap and such determination is evidenced by a promissory note or promissory notesresolution of the board of directors of the Borrower set forth in an officer’s certificate delivered to the Administrative Agent, in form and substance satisfactory to the U.S. Administrative Agent, payable by the Parent to the Original U.S. Borrower (such notes, as amended, restated, supplemented or otherwise modified, the “New U.S. Borrower Notes”); (i) [Intentionally Omitted]; and (jk) Asset Dispositions of all or any portion of assets owned by the New U.S. Borrower Fixed Assets; provided that: and its Restricted Subsidiaries on the Closing Date, not otherwise permitted pursuant to this Section, in an aggregate amount not to exceed (i) such Asset Disposition shall be for no an amount equal to ten percent (10%) of Consolidated Tangible Assets determined as of the end of the fiscal quarter ended immediately prior to the Closing Date less than fair market value; (ii) both before and the aggregate amounts of Liens outstanding pursuant to Section 10.2(n) that are subject to clause (i) of the proviso of such Section (after giving effect to any Liens that are released in connection with such Asset DispositionDispositions); provided that compliance with this Section 10.4(k) shall be determined, in each case, as of the date an Asset Disposition is made in reliance on this Section 10.4(k) (it being understood that this Section 10.4(k) is a limitation on such Asset Dispositions on a prospective basis only and that no Default or Event of Default shall have occurred and be continuingoccur under this Section 10.4(k) retroactively); (iiil) the U.S. Borrower shall be sale by CCA (U.K.) Ltd, a U.K. corporation, of its interest in pro forma compliance with each of the covenants set forth in Article IXAgecroft; (ivm) the terms sale or other disposition by the Borrower of such Asset Disposition shall be reasonably satisfactory to its interest in the Administrative Agent and the U.S. Administrative Agent, each in its sole discretionAgecroft Note; (vn) the Net Cash Proceeds of such Asset Disposition shall be applied in accordance with sales or other dispositions permitted pursuant to Section 8.2(b)(ii); and10.5; (ko) additional Asset Dispositions not otherwise permitted pursuant to this Section in an aggregate amount not to exceed $250,000,000 50,000,000 in any Fiscal Year; (p) the sale of Prairie Correctional Facility, Huerfano County Correctional Center, Diamondback Correctional Facility, Xxxxxx Adjustment Center, Xxx Xxxxxx Correctional Center, West Tennessee Detention Facility, Augusta Transitional Center and Dahlia Facility, including the corresponding improvements and all personal property at such locations owned by the Borrower or any of the other Credit Parties; and (q) additional Asset Dispositions of assets acquired by the Borrower and its Restricted Subsidiaries after the Closing Date and Designated Assets, subject to the terms and conditions set forth below: (i) the Borrower (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Disposition at least equal to (A) the fair market value of the assets (other than Designated Assets) sold or otherwise disposed of or (B) the Designated Asset Value of the Designated Assets sold or otherwise disposed of; (ii) the fair market value or Designated Asset Value, as applicable, is determined by the board of directors of the Borrower and evidenced by a resolution of such board of directors set forth in an officer’s certificate delivered to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent; and (iii) at least 75% of the consideration received in the aggregate during Asset Disposition by the term Borrower or such Restricted Subsidiary is in the form of this Agreement (it being understood and agreed that cash or Cash Equivalents. For purposes of this clause (kiii) shall not permit only, each of the following will be deemed to be cash: (A) any liabilities, as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet, of the Borrower or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to this Agreement) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Borrower or such Restricted Subsidiary from further liability; (B) any securities, notes or other obligations received by the Borrower or any such Restricted Subsidiary from such transferee that are converted within ninety (90) days of the applicable Asset Disposition by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents, to the extent of the cash or Cash Equivalents received in that conversion; (C) 100% of the securities, notes or other obligations or Indebtedness actually received by the Borrower as consideration for the sale or other disposition of a Designated Asset pursuant to the terms of a Designated Asset Contract, but only to the extent that such securities, notes or other obligations or Indebtedness were explicitly required to be included, or permitted to be included solely at the option of the purchaser, in such consideration pursuant to the terms of the applicable Designated Asset Contract; (D) 100% of the Indebtedness actually incurred in favor of the Borrower as consideration for the sale or other disposition of an Unoccupied Subject Facility; and (E) any Designated Non-Cash Consideration received by the Borrower or any such Restricted Subsidiary in the Asset Disposition. For the avoidance of doubt, a lease by the Borrower or a Subsidiary, as lessee, of any New U.S. Borrower Fixed Assets)asset disposed of in a transaction not prohibited by this Section 10.4, shall be permitted so long as such lease is not otherwise prohibited by this Agreement.

Limitations on Asset Dispositions. Make any Asset Disposition (including, without limitation, the sale of any receivables and leasehold interests and any sale-leaseback or similar transactioninterests) except: (a) the sale of inventory in the ordinary course of business; (b) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the U.S. Borrower or any of its Subsidiaries; (c) the transfer of assets to the U.S. Borrower, the Borrower or any Wholly-Owned Subsidiary (provided that, in the case of pursuant to any such transfer of assets, (i) if the transferee of such assets is a U.S. Credit Party or a Credit Party, such U.S. Credit Party or Credit Party shall not pay more than the fair market value of such assets (determined as of the date of the applicable transfer) and (ii) if the transferor of such assets is a U.S. Credit Party or a Credit Party, the transferee shall not pay less than the fair market value of such assets (determined as of the date of the applicable transfer)transaction permitted pursuant to Section 11.4; (d) the sale Borrower or discount without recourse any Subsidiary may write-off, discount, sell or otherwise dispose of accounts receivable arising defaulted or past due receivables and similar obligations in the ordinary course of business in connection with the compromise or collection thereofand not as part of an accounts receivable financing transaction; (e) the disposition dispositions of any Hedging AgreementInvestments in cash and Cash Equivalents; (f) the disposition of cash or Cash Equivalentsany Credit Party may transfer assets to any other Credit Party; (g) subject to licenses and sublicenses of intellectual property rights in the requirements ordinary course of Section 8.2(b)business not interfering, individually or in the sale aggregate, in any material respect with the conduct of timberlands by the U.S. business of the Borrower or and its Subsidiaries;Subsidiaries taken as a whole; and (h) leases, subleases, licenses or sublicenses of real or personal property granted by any Borrower or any of its Subsidiaries to others in the transfer by ordinary course of business not interfering in any material respect with the Original U.S. Borrower business of the Capital Stock of the New U.S. Borrowers to the Parent in connection with the New U.S. Borrower Transactions in exchange for and its Subsidiaries taken as a promissory note or promissory notes, in form and substance satisfactory to the U.S. Administrative Agent, payable by the Parent to the Original U.S. Borrower (such notes, as amended, restated, supplemented or otherwise modified, the “New U.S. Borrower Notes”)whole; (i) [Intentionally Omitted]dispositions in connection with insurance and condemnation events; and (j) Asset Dispositions the sale or other disposition of all assets by the Borrower or any portion of the New U.S. Borrower Fixed Assets; provided that: (i) such Asset Disposition shall be for no less than fair market value; (ii) both before and after giving to such Asset Disposition, no Default or Event of Default shall have occurred and be continuing; (iii) the U.S. Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX; (iv) the terms of such Asset Disposition shall be reasonably satisfactory to the Administrative Agent and the U.S. Administrative Agent, each in its sole discretion; (v) the Net Cash Proceeds of such Asset Disposition shall be applied in accordance with Section 8.2(b)(ii); and (k) additional Asset Dispositions Subsidiary not otherwise permitted pursuant to under this Section 11.5 so long as the net book value of all assets sold or otherwise disposed of in an aggregate amount any Fiscal Year does not to exceed $250,000,000 in the aggregate during the term of this Agreement (it being understood and agreed that this clause (k) shall not permit the sale of any New U.S. Borrower Fixed Assets)5,000,000.

Limitations on Asset Dispositions. Make any Asset Disposition (including, without limitation, the sale of any receivables and leasehold interests and any sale-leaseback or similar transaction) except: (a) the sale of inventory in the ordinary course of business; (b) the sale of obsolete, worn-out or surplus assets in the ordinary course of business that are no longer used or usable in the business of the U.S. Borrower or any of its Subsidiaries; (c) the transfer of assets to the U.S. Borrower, the Borrower or any Wholly-Owned Subsidiary (provided that, in the case of any such transfer of assets, (i) if the transferee of such assets is a U.S. Credit Party or a Credit Party, such U.S. Credit Party or Credit Party shall not pay more than the fair market value of such assets (determined as of the date of the applicable transfer) and (ii) if the transferor of such assets is a U.S. Credit Party or a Credit Party, the transferee shall not pay less than the fair market value of such assets (determined as of the date of the applicable transfer); (d) the sale U.S. Borrower or discount without recourse any Subsidiary may write-off, discount, sell or otherwise dispose of accounts receivable arising defaulted or past due receivables and similar obligations in the ordinary course of business in connection with the compromise or collection thereofand not as part of an accounts receivable financing transaction; (e) the disposition of any Hedging Agreement;; -- (f) the disposition of cash or Cash Equivalents; (g) subject to the requirements of Section 8.2(b), the sale of timberlands by the U.S. Borrower or its Subsidiaries; (h) the transfer by the Original U.S. Borrower of the Capital Stock of the New U.S. Borrowers to the Parent in connection with the New U.S. Borrower Transactions in exchange for a promissory note or promissory notes, in form and substance satisfactory to the U.S. Administrative Agent, payable by the Parent to the Original U.S. Borrower (such notes, as amended, restated, supplemented or otherwise modified, the “"New U.S. Borrower Notes”"); (i) [Intentionally Omitted]; and (j) Asset Dispositions of all or any portion of the New U.S. Borrower Fixed Assets, the Canadian Fixed Assets, the Korean Fixed Assets or the Korean Shares; provided that: (i) such Asset Disposition shall be for no less than fair market value; (ii) both before and after giving to such Asset Disposition, no Default or Event of Default shall have occurred and be continuing; (iii) the U.S. Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX; (iv) the terms of such Asset Disposition shall be reasonably satisfactory to the Administrative Agent and the U.S. Administrative Agent, each in its sole discretion; (v) the Net Cash Proceeds of such Asset Disposition shall be applied in accordance with Section 8.2(b)(ii); and (k) additional Asset Dispositions not otherwise permitted pursuant to this Section in an aggregate amount not to exceed $250,000,000 in the aggregate during the term of this Agreement (it being understood and agreed that this clause (k) shall not permit the sale of any New U.S. Borrower Fixed Assets). Notwithstanding anything to the contrary contained herein, the Net Cash Proceeds of any Asset Disposition permitted pursuant to this Section 10.5 shall be applied in accordance with Section 8.2(b), to the extent required by such Section 8.2(b).

Limitations on Asset Dispositions. Make any Asset Disposition (including, without limitation, including the sale of any receivables and leasehold interests and any sale-leaseback or similar transaction) except: (a) the sale or lease of equipment, inventory or other assets in the ordinary course of business; (b) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the U.S. Borrower or any of its Restricted Subsidiaries; (c) any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the U.S. Borrower, the Borrower or any Wholly-Owned other Subsidiary (provided that, in the case of any such transfer of assets, (i) if the transferee of such assets is a U.S. Credit Party or a Credit Party, such U.S. Credit Party or Credit Party shall not pay more than the fair market value of such assets (determined as of the date of the applicable transfer) and (ii) Borrower; provided that if the transferor of in such assets a transaction is a U.S. Credit Party Restricted Subsidiary, then the transferee must either be the Borrower or a Credit Party, the transferee shall not pay less than the fair market value of such assets (determined as of the date of the applicable transfer)Restricted Subsidiary; (d) the sale or other disposition of investments permitted pursuant to clause (b) of the definition of Permitted Investments; (e) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (ef) the disposition of any Hedging Agreement; (fg) the disposition of sale (i) for cash or Cash Equivalents; Purchase Notes by the Borrower or any of its Restricted Subsidiaries of Unoccupied Subject Facilities for a minimum price per bed of $25,000, (gii) subject for cash of other Subject Facilities having a fair market value not to exceed $55,000,000 in the aggregate in any Fiscal Year, and (iii) for cash of any Prison Facility to the requirements United States Bureau of Section 8.2(b)Prisons or any other federal, the sale of timberlands state or local governmental agency in connection with a management contract with such entity with respect to such Prison Facility, such Asset Disposition to be for fair market value, as determined in good faith by the U.S. board of directors of the Borrower or its Subsidiariesand certified in writing by the board of directors to the Administrative Agent; (h) any sale or other disposition for cash of Purchase Notes for fair market value; (i) the transfer by the Original U.S. Borrower sale and leaseback of the Capital Stock of the New U.S. Borrowers Unoccupied Subject Facilities to the Parent Governmental Authorities in connection with management contracts relating thereto; provided that the New U.S. gross cash proceeds of such sale and leaseback transaction are at least equal to the fair market value, as determined in good faith by the Borrower, of such Unoccupied Subject Facility that is the subject of that sale and leaseback transaction and such transaction is otherwise on terms and conditions reasonably satisfactory to the Administrative Agent; (j) Asset Swaps; provided that (i) the Borrower Transactions would, at the time of such Asset Swap and after giving pro forma effect thereto as if such Asset Swap had been made at the beginning of the applicable four-fiscal quarter period, have been permitted to incur at least $1.00 of additional Indebtedness without declining below a Consolidated Fixed Charge Coverage Ratio of 2.0 to 1.0 for the Borrower’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such Asset Swap is to made and (ii) the board of directors of the Borrower determines that the fair market value of the assets received by the Borrower in exchange for the Asset Swap is not less than the fair market value of the assets disposed of by the Borrower in such Asset Swap and such determination is evidenced by a promissory note or promissory notesresolution of the board of directors of the Borrower set forth in an officer’s certificate delivered to the Administrative Agent, in form and substance satisfactory to the U.S. Administrative Agent, payable by the Parent to the Original U.S. Borrower (such notes, as amended, restated, supplemented or otherwise modified, the “New U.S. Borrower Notes”); (i) [Intentionally Omitted]; and (jk) Asset Dispositions of all or any portion of assets owned by the New U.S. Borrower Fixed Assets; provided that: and its Restricted Subsidiaries on the Closing Date, not otherwise permitted pursuant to this Section, in an aggregate amount not to exceed (i) such Asset Disposition shall be for no an amount equal to ten percent (10%) of Consolidated Tangible Assets determined as of the end of the fiscal quarter ended immediately prior to the Closing Date less than fair market value; (ii) both before and the aggregate amounts of Liens incurred pursuant to Section 10.2(n) that are subject to clause (i) of the proviso of such Section (after giving effect to any Liens that are released in connection with such Asset DispositionDispositions); provided that compliance with this Section 10.4(k) shall be determined, in each case, as of the date an Asset Disposition is made in reliance on this Section 10.4(k) (it being understood that this Section 10.4(k) is a limitation on such Asset Dispositions on a prospective basis only and that no Default or Event of Default shall have occurred and be continuingoccur under this Section 10.4(k) retroactively); (iiil) the U.S. Borrower shall be sale by CCA (U.K.) Ltd, a U.K. corporation, of its interest in pro forma compliance with each of the covenants set forth in Article IXAgecroft; (ivm) the terms sale or other disposition by the Borrower of such Asset Disposition shall be reasonably satisfactory to its interest in the Administrative Agent and the U.S. Administrative Agent, each in its sole discretionAgecroft Note; (vn) the Net Cash Proceeds of such Asset Disposition shall be applied in accordance with sales or other dispositions permitted pursuant to Section 8.2(b)(ii); and10.5; (ko) additional Asset Dispositions not otherwise permitted pursuant to this Section in an aggregate amount not to exceed $250,000,000 50,000,000 in any Fiscal Year; (p) the sale of (i) the Corporate Headquarters, (ii) the Prairie Correctional Facility in Appleton, Minnesota, including the corresponding improvements and all personal property at such location owned by the Borrower or any of the other Credit Parties and (iii) the Transcor/Melrose building in Nashville, Tennessee, including the corresponding improvements and all personal property at such location owned by the Borrower or any of the other Credit Parties; and (q) additional Asset Dispositions of assets acquired by the Borrower and its Restricted Subsidiaries after the Closing Date and Designated Assets, subject to the terms and conditions set forth below: (i) the Borrower (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Disposition at least equal to (A) the fair market value of the assets (other than Designated Assets) sold or otherwise disposed of or (B) the Designated Asset Value of the Designated Assets sold or otherwise disposed of; (ii) the fair market value or Designated Asset Value, as applicable, is determined by the board of directors of the Borrower and evidenced by a resolution of such board of directors set forth in an officer’s certificate delivered to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent; and (iii) at least 75% of the consideration received in the aggregate during Asset Disposition by the term Borrower or such Restricted Subsidiary is in the form of this Agreement (it being understood and agreed that cash or Cash Equivalents. For purposes of this clause (kiii) shall not permit only, each of the following will be deemed to be cash: (A) any liabilities, as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet, of the Borrower or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to this Agreement) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Borrower or such Restricted Subsidiary from further liability; (B) any securities, notes or other obligations received by the Borrower or any such Restricted Subsidiary from such transferee that are converted within ninety (90) days of the applicable Asset Disposition by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents, to the extent of the cash or Cash Equivalents received in that conversion; (C) 100% of the securities, notes or other obligations or Indebtedness actually received by the Borrower as consideration for the sale or other disposition of a Designated Asset pursuant to the terms of a Designated Asset Contract, but only to the extent that such securities, notes or other obligations or Indebtedness were explicitly required to be included, or permitted to be included solely at the option of the purchaser, in such consideration pursuant to the terms of the applicable Designated Asset Contract; (D) 100% of the Indebtedness actually incurred in favor of the Borrower as consideration for the sale or other disposition of an Unoccupied Subject Facility; and (E) any Designated Non-Cash Consideration received by the Borrower or any such Restricted Subsidiary in the Asset Disposition. For the avoidance of doubt, a lease by the Borrower or a Subsidiary, as lessee, of any New U.S. Borrower Fixed Assets)asset disposed of in a transaction not prohibited by this Section 10.4, shall be permitted so long as such lease is not otherwise prohibited by this Agreement.

Limitations on Asset Dispositions. Make any Asset Disposition (including, without limitation, the sale of any receivables and leasehold interests and any sale-leaseback or similar transaction) except: (a) the sale of inventory in the ordinary course of business; (b) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the U.S. Borrower or any of its Subsidiaries; (c) the transfer of assets to the U.S. Borrower, the Canadian Borrower or any Wholly-Owned Subsidiary (provided that, in the case of any such transfer of assets, (i) if the transferee of such assets is a U.S. Credit Party or a Canadian Credit Party, such U.S. Credit Party or Canadian Credit Party shall not pay more than the fair market value of such assets (determined as of the date of the applicable transfer) and (ii) if the transferor of such assets is a U.S. Credit Party or a Canadian Credit Party, the transferee shall not pay less than the fair market value of such assets (determined as of the date of the applicable transfer); (d) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (e) the disposition of any Hedging Agreement; (f) the disposition of cash or Cash Equivalents; (g) subject to the requirements of Section 8.2(b), the sale of timberlands by the U.S. Borrower or its Subsidiaries; (h) the transfer by the Original U.S. Borrower of the Capital Stock of the New U.S. Borrowers Catawba Mill Assets to the Parent Newco in connection with the New U.S. Borrower Newco Transactions in exchange for a promissory note or promissory notesnote, in form and substance satisfactory to the U.S. Administrative Agent, payable by the Parent Newco to the Original U.S. Borrower (such notesnote, as amended, restated, supplemented or otherwise modified, the “New U.S. Borrower NotesCatawba Note”) and Capital Stock of Newco (or as otherwise agreed to by the Administrative Agent); (i) [Intentionally Omitted]; andthe transfer by the Original Borrower of all or (if the remaining portion is dividended to the Parent pursuant to Section 10.6(h)) any portion of the issued and outstanding Capital Stock of Newco held by the Original Borrower to the Parent in accordance with the Newco Transactions in exchange for Capital Stock of (i) Bowater Canadian Holdings Incorporated, a company organized under the laws of Nova Scotia, held by the Parent, (ii) Abitibi-Consolidated Inc. held by the Parent and/or (iii) Xxxxxxx Corporation held by the Parent (or such other consideration as is reasonably acceptable to the Administrative Agent); (j) Asset Dispositions of all or any portion of the New U.S. Borrower Newco Fixed Assets; provided that: (i) such Asset Disposition shall be for no less than fair market value; (ii) both before and after giving to such Asset Disposition, no Default or Event of Default shall have occurred and be continuing; (iii) the U.S. Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX; (iv) the terms of such Asset Disposition shall be reasonably satisfactory to the Administrative Agent and the U.S. Administrative Agent, each in its sole discretion; (v) the Net Cash Proceeds of such Asset Disposition shall be applied in accordance with Section 8.2(b)(ii); and (k) additional Asset Dispositions not otherwise permitted pursuant to this Section in an aggregate amount not to exceed $250,000,000 in the aggregate during the term of this Agreement (it being understood and agreed that this clause (k) shall not permit the sale of any New U.S. Borrower Fixed Assets).

Limitations on Asset Dispositions. Make any Asset Disposition (including, without limitation, the sale of any receivables and leasehold interests and any sale-leaseback or similar transaction) except: (a) the sale of inventory in the ordinary course of business; (b) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the U.S. Borrower Borrowers or any of its their Subsidiaries; (c) the transfer of assets to the U.S. Borrower, the Borrower Borrowers or any Wholly-Owned Subsidiary of their Subsidiaries pursuant to Section 11.4 (provided that, in the case of any such transfer of assets, (i) if the transferee of such assets is a U.S. Credit Party or a Credit Party, such U.S. Credit Party or Credit Party shall not pay more than the fair market value of such assets (determined as of the date of the applicable transfer) and (ii) if the transferor of such assets is a U.S. Credit Party or a Credit Party, the transferee shall not pay less than the fair market value of such assets (determined as of the date of the applicable transferb); (d) the sale Borrowers or discount without recourse any Subsidiary thereof may (i) write-off, discount, sell or otherwise dispose of accounts receivable arising defaulted or past due receivables and similar obligations in the ordinary course of business and not as part of an accounts receivable financing transaction and (ii) discount non-recourse non-U.S. customer notes, accounts receivable, bankers acceptances, trade acceptances, bills of exchange or letters of credit where customers’ accounts receivable are otherwise subject to a long period of collection, credit risk, currency risk or country and political risk in connection with the compromise or collection thereofordinary course of business and not as part of an accounts receivable financing transaction; (e) the disposition of any Hedging Agreement; (f) the disposition sale, loan, licensing or other dispositions of cash either the Borrower’s or Cash Equivalents; (g) subject to any of their Subsidiaries’ software products or the requirements licensing of Section 8.2(b), either the sale Borrower’s or any of timberlands by the U.S. Borrower or its their Subsidiaries; (h) the transfer by the Original U.S. Borrower of the Capital Stock of the New U.S. Borrowers to the Parent in connection with the New U.S. Borrower Transactions in exchange for a promissory note or promissory notes’ intellectual property, in form and substance satisfactory to either case, in the U.S. Administrative Agent, payable by the Parent to the Original U.S. Borrower (such notes, as amended, restated, supplemented or otherwise modified, the “New U.S. Borrower Notes”); (i) [Intentionally Omitted]ordinary course of business; and (j) Asset Dispositions of all or any portion of the New U.S. Borrower Fixed Assets; provided that: (i) such Asset Disposition shall be for no less than fair market value; (ii) both before and after giving to such Asset Disposition, no Default or Event of Default shall have occurred and be continuing; (iii) the U.S. Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX; (iv) the terms of such Asset Disposition shall be reasonably satisfactory to the Administrative Agent and the U.S. Administrative Agent, each in its sole discretion; (v) the Net Cash Proceeds of such Asset Disposition shall be applied in accordance with Section 8.2(b)(ii); and (kg) additional Asset Dispositions not otherwise permitted pursuant to this Section in an aggregate amount not to exceed $250,000,000 in Section, provided that the aggregate Net Divested Asset Value of such Asset Dispositions, together with all other Asset Dispositions during the term of this Agreement (it being understood and agreed that this clause (k) shall Agreement, does not permit the sale of any New U.S. Borrower Fixed Assets)exceed $150,000,000.

Limitations on Asset Dispositions. Make any Asset Disposition (including, without limitation, the sale of any receivables and leasehold interests and any sale-leaseback or similar transaction) except: (a) the sale of inventory in the ordinary course of business; (b) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the U.S. Borrower or any of its Subsidiaries; (c) the transfer of assets to the U.S. Borrower, the Borrower or any Wholly-Owned Subsidiary (provided that, in the case of any such transfer of assets, (i) if the transferee of such assets is a U.S. Credit Party or a Credit Party, such U.S. Credit Party or Credit Party shall not pay more than the fair market value of such assets (determined as of the date of the applicable transfer) and (ii) if the transferor of such assets is a U.S. Credit Party or a Credit Party, the transferee shall not pay less than the fair market value of such assets (determined as of the date of the applicable transfer); (d) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (e) the disposition of any Hedging Agreement; (f) the disposition of cash or Cash Equivalents; (g) subject to the requirements of Section 8.2(b), the sale of timberlands by the U.S. Borrower or its Subsidiaries; (h) the transfer by the Original U.S. Borrower of the Capital Stock of the New U.S. Borrowers to the Parent in connection with the New U.S. Borrower Transactions in exchange for a promissory note or promissory notes, in form and substance satisfactory to the U.S. Administrative Agent, payable by the Parent to the Original U.S. Borrower (such notes, as amended, restated, supplemented or otherwise modified, the “"New U.S. Borrower Notes”"); (i) [Intentionally Omitted]; and (j) Asset Dispositions of all or any portion of the New U.S. Borrower Fixed Assets; provided that: (i) such Asset Disposition shall be for no less than fair market value; (ii) both before and after giving to such Asset Disposition, no Default or Event of Default shall have occurred and be continuing; (iii) the U.S. Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX; (iv) the terms of such Asset Disposition shall be reasonably satisfactory to the Administrative Agent and the U.S. Administrative Agent, each in its sole discretion; (v) the Net Cash Proceeds of such Asset Disposition shall be applied in accordance with Section 8.2(b)(ii); and (k) additional Asset Dispositions not otherwise permitted pursuant to this Section in an aggregate amount not to exceed $250,000,000 in the aggregate during the term of this Agreement (it being understood and agreed that this clause (k) shall not permit the sale of any New U.S. Borrower Fixed Assets).

Limitations on Asset Dispositions. Make any Asset Disposition (including, without limitation, the sale of any receivables and leasehold interests and any sale-leaseback or similar transactioninterests) except: (a) the sale of inventory in the ordinary course of business; (b) the sale sale, lease or sublease, abandonment, condemnation or other disposition of obsolete, obsolete or worn-out assets or surplus assets no longer used or usable in the business of the U.S. Borrower Holdings or any of its Subsidiaries; (c) the transfer of assets to the U.S. Borrower, Borrower or any Subsidiary in connection with any transaction permitted pursuant to Section 11.4; (d) the Borrower or any WhollySubsidiary may (i) write-Owned off, discount, sell or otherwise dispose of defaulted or past due receivables and similar obligations in the ordinary course of business and not as part of an accounts receivable financing transaction and (ii) compromise or settle any dispute, claim or legal proceeding with respect to any receivable or other claim under contracts for less than the balance thereof so long as such compromise or settlement is not as part of an accounts receivable financing transaction; (e) subject to the requirements of Section 9.12, the disposition of any Hedge Agreement; (f) dispositions of Investments in cash and Cash Equivalents; (g) Asset Dispositions in the form of Investments to the extent such Investments are permitted pursuant to Section 11.3; (i) any Subsidiary Guarantor may transfer assets to the Borrower or any other Subsidiary Guarantor, (ii) the Borrower may transfer assets to any Subsidiary Guarantor, (iii) any Non-Guarantor Subsidiary may transfer assets to the Borrower or any Subsidiary Guarantor (provided that, in the case of connection with any such transfer of assetstransfer, (i) if the transferee of Borrower or such assets is a U.S. Credit Party or a Credit Party, such U.S. Credit Party or Credit Party Subsidiary Guarantor shall not pay more than an amount equal to the fair market value of such assets (as determined as at the time of the date of the applicable such transfer) and (iv) any Non-Guarantor Subsidiary may transfer assets to any other Non-Guarantor Subsidiary; (i) (i) non-exclusive licenses and sublicenses of intellectual property rights or (ii) if lapse of registered intellectual property that is no longer useful in the transferor conduct of the business of Holdings and its Subsidiaries, and, in each case, which does not interfere, individually or in the aggregate, in any material respect with the conduct of the business of Holdings and its Subsidiaries; (j) leases, subleases, licenses or sublicenses of real or personal property granted by Holdings or any of its Subsidiaries to others or the termination of surrender of a real estate lease, in each case, not interfering in any material respect with the business of Holdings or any of its Subsidiaries; (k) Asset Dispositions to any Non-Guarantor Subsidiaries in an aggregate amount not to exceed $25,000,000 in any Fiscal Year; provided, that any such assets is a U.S. Asset Disposition from any Credit Party or a Credit Party, the transferee shall be for an amount not pay less than the fair market value of the assets subject to such assets (Asset Disposition as determined as at the time of the date of the applicable transfer)such disposition; (dl) the sale or discount without recourse of accounts receivable arising dispositions in the ordinary course of business, by means of trade-in or exchange, of equipment used in the conduct of the business in connection with the compromise or collection thereofof Holdings and its Subsidiaries, so long as such equipment is replaced, substantially concurrently, by like-kind equipment; (em) the disposition of any Hedging AgreementAsset Dispositions described on Schedule 11.5; (fn) the disposition any dispositions of cash or Cash Equivalents; (g) subject to the requirements of Section 8.2(b), the sale of timberlands by the U.S. Borrower or its Subsidiaries; (h) the transfer by the Original U.S. Borrower of the any Capital Stock of the New U.S. Borrowers to the Parent a JV Subsidiary or interests in connection any joint venture entity not constituting a Subsidiary in accordance with the New U.S. Borrower Transactions in exchange for a promissory note applicable joint venture agreement or promissory notes, in form and substance satisfactory to the U.S. Administrative Agent, payable by the Parent to the Original U.S. Borrower (such notes, as amended, restated, supplemented or otherwise modified, the “New U.S. Borrower Notes”); (i) [Intentionally Omitted]arrangement relating thereto; and (j) Asset Dispositions of all or any portion of the New U.S. Borrower Fixed Assets; provided that: (i) such Asset Disposition shall be for no less than fair market value; (ii) both before and after giving to such Asset Disposition, no Default or Event of Default shall have occurred and be continuing; (iii) the U.S. Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX; (iv) the terms of such Asset Disposition shall be reasonably satisfactory to the Administrative Agent and the U.S. Administrative Agent, each in its sole discretion; (v) the Net Cash Proceeds of such Asset Disposition shall be applied in accordance with Section 8.2(b)(ii); and (ko) additional Asset Dispositions not otherwise permitted pursuant to this Section in an aggregate amount not to exceed $250,000,000 5,000,000 in the aggregate during the term of this Agreement (it being understood and agreed that this clause (k) shall not permit the sale of any New U.S. Borrower Fixed Assets)Fiscal Year.

Limitations on Asset Dispositions. Make any Asset Disposition (including, without limitation, the sale of any receivables and leasehold interests and any sale-leaseback or similar transaction) except: (a) the sale or lease of equipment, inventory or other assets in the ordinary course of business; (b) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the U.S. Borrower or any of its Restricted Subsidiaries; (c) any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the U.S. Borrower, the Borrower or any Wholly-Owned other Subsidiary of the Borrower (provided that, in the case of any such transfer of assets, (i) if the transferee of such assets is a U.S. Credit Party or a Credit Party, such U.S. Credit Party or Credit Party shall not pay more than the fair market value of such assets (determined as of the date of the applicable transfer) and (ii) that if the transferor of in such assets a transaction is a U.S. Credit Party Restricted Subsidiary, then the transferee must either be the Borrower or a Credit Party, the transferee shall not pay less than the fair market value of such assets (determined as of the date of the applicable transferRestricted Subsidiary); (d) the sale or other disposition of investments permitted pursuant to clause (b) of the definition of Permitted Investments; (e) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (ef) the disposition of any Hedging Agreement; (fg) the disposition of sale (i) for cash or Cash Equivalents; Purchase Notes by the Borrower or any of its Restricted Subsidiaries of Unoccupied Prison Facilities for a minimum price per bed of $25,000, (gii) subject for cash of other Prison Facilities having a fair market value not to exceed $45,000,000 in the aggregate in any Fiscal Year, and (iii) for cash of any Prison Facility to the requirements United States Bureau of Section 8.2(b)Prisons or any other federal, the sale of timberlands state or local governmental agency in connection with a management contract with such entity with respect to such Prison Facility, such Asset Disposition to be for fair market value, as determined in good faith by the U.S. board of directors of the Borrower or its Subsidiariesand certified in writing by the board of directors to the Administrative Agent; (h) any sale or other disposition for cash of Purchase Notes for fair market value; (i) the transfer by the Original U.S. Borrower sale and leaseback of the Capital Stock of the New U.S. Borrowers Unoccupied Prison Facilities to the Parent Governmental Authorities in connection with management contracts relating thereto; provided that the New U.S. gross cash proceeds of such sale and leaseback transaction are at least equal to the fair market value, as determined in good faith by the Borrower, of such Unoccupied Prison Facility that is the subject of that sale and leaseback transaction and such transaction is otherwise on terms and conditions reasonably satisfactory to the Administrative Agent; (j) Asset Swaps; provided that (i) the Borrower Transactions would, at the time of such Asset Swap and after giving pro forma effect thereto as if such Asset Swap had been made at the beginning of the applicable four-fiscal quarter period, have been permitted to incur at least $1.00 of additional Indebtedness without declining below a Consolidated Fixed Charge Coverage Ratio of 2.0 to 1.0 for the Borrower's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such Asset Swap is to made and (ii) the board of directors of the Borrower determines that the fair market value of the assets received by the Borrower in exchange for the Asset Swap is not less than the fair market value of the assets disposed of by the Borrower in such Asset Swap and such determination is evidenced by a promissory note or promissory notesresolution of the board of directors of the Borrower set forth in an officer's certificate delivered to the Administrative Agent, in form and substance satisfactory to the U.S. Administrative Agent, payable ; (k) Asset Dispositions of assets owned by the Parent Borrower and its Restricted Subsidiaries on the Closing Date, not otherwise permitted pursuant to this Section, in an aggregate amount not to exceed (i) $500,000,000 less (ii) the Original U.S. Borrower aggregate amounts of Liens incurred pursuant to Section 10.2(o) that are subject to clause (i) of the proviso of such notes, as amended, restated, supplemented or otherwise modified, the “New U.S. Borrower Notes”Section (after giving effect to any Liens that are released in connection with such Asset Dispositions); (il) [Intentionally Omitted]; and the sale by CCA (jU.K.) Asset Dispositions Ltd, a U.K. corporation, of all or any portion of the New U.S. Borrower Fixed Assets; provided that: (i) such Asset Disposition shall be for no less than fair market valueits interest in Agecroft; (iim) both before and after giving to such Asset Disposition, no Default the sale or Event other disposition by the Borrower of Default shall have occurred and be continuingits interest in the Agecroft Note; (iiin) the U.S. Borrower shall be in pro forma compliance with each of the covenants set forth in Article IXsales or other dispositions permitted pursuant to Section 10.5; (ivo) the terms of such Asset Disposition shall be reasonably satisfactory to the Administrative Agent and the U.S. Administrative Agent, each in its sole discretion; (v) the Net Cash Proceeds of such Asset Disposition shall be applied in accordance with Section 8.2(b)(ii); and (k) additional Asset Dispositions not otherwise permitted pursuant to this Section in an aggregate amount not to exceed $250,000,000 15,000,000 in any Fiscal Year; and (p) additional Asset Dispositions of assets acquired by the Borrower and its Restricted Subsidiaries after the Closing Date and Designated Assets, subject to the terms and conditions set forth below: (i) the Borrower (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Disposition at least equal to (A) the fair market value of the assets (other than Designated Assets) sold or otherwise disposed of and (B) the Designated Asset Value of the Designated Assets sold or otherwise disposed of; (ii) the fair market value or Designated Asset Value, as applicable, is determined by the board of directors of the Borrower and evidenced by a resolution of such board of directors set forth in an officer's certificate delivered to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent; and (iii) at least 75% of the consideration received in the aggregate during Asset Disposition by the term Borrower or such Restricted Subsidiary is in the form of this Agreement (it being understood and agreed that cash or Cash Equivalents. For purposes of this clause (kiii) shall not permit only, each of the following will be deemed to be cash: (A) any liabilities, as shown on the Borrower's or such Restricted Subsidiary's most recent balance sheet, of the Borrower or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to this Agreement) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Borrower or such Restricted Subsidiary from further liability; (B) any securities, notes or other obligations received by the Borrower or any such Restricted Subsidiary from such transferee that are converted within ninety (90) days of the applicable Asset Disposition by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents, to the extent of the cash or Cash Equivalents received in that conversion; (C) 100% of the securities, notes or other obligations or Indebtedness actually received by the Borrower as consideration for the sale or other disposition of a Designated Asset pursuant to the terms of a Designated Asset Contract, but only to the extent that such securities, notes or other obligations or Indebtedness were explicitly required to be included, or permitted to be included solely at the option of the purchaser, in such consideration pursuant to the terms of the applicable Designated Asset Contract; (D) 100% of the Indebtedness actually received by the Borrower as consideration for the sale or other disposition of an Unoccupied Prison Facility; and (E) any Designated Non-Cash Consideration received by the Borrower or any such Restricted Subsidiary in the Asset Disposition; provided, however, that within 360 days after the receipt of any New U.S. Net Proceeds from an Asset Disposition, the Borrower Fixed Assetsmay apply the Net Proceeds from any Asset Disposition permitted pursuant to this Section 10.4(p): (1) to acquire all or substantially all of the assets of, or a majority of the Capital Stock of, another Permitted Business; (2) to make a capital expenditure (provided, that the completion of (i) construction of new facilities, (ii) expansions to existing facilities, and (iii) repair or reconstruction of damaged or destroyed facilities that commences within 360 days after the receipt of any Net Proceeds from an Asset Disposition may extend for an additional 360 day period if the Net Proceeds to be used for such construction, expansion or repair are committed to and set aside specifically for such activity within 360 days of their receipt); or (3) to acquire other long-term assets that are used or useful in a Permitted Business. Pending the final application of any Net Proceeds, the Borrower may use the Net Proceeds to pay Loans or invest the Net Proceeds in any Permitted Investment. Any Net Proceeds from Asset Dispositions that are not applied or invested as provided in the preceding paragraph shall constitute "Excess Proceeds." Within five (5) days of each date on which the aggregate amount of Excess Proceeds exceeds $15,000,000, the Borrower shall apply all the Excess Proceeds to prepay the Loans in the manner set forth in Section 2.4(b), without a corresponding permanent reduction in the Revolving Credit Commitment. If any Excess Proceeds remain after such prepayment of the Loans, the Borrower shall offer to purchase Senior Unsecured Notes with such remaining Excess Proceeds pursuant to the terms and conditions of the Senior Unsecured Notes. Upon application of the Excess Proceeds to prepay the Loans and prepay the Senior Unsecured Notes, the amount of Excess Proceeds shall be reset at zero.

Limitations on Asset Dispositions. Make any Asset Disposition (including, without limitation, the sale of any receivables and leasehold interests and any sale-leaseback or similar transaction) except: (a) the sale or lease of equipment, inventory or other assets in the ordinary course of business; (b) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the U.S. Borrower or any of its Restricted Subsidiaries; (c) any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the U.S. Borrower, the Borrower or any Wholly-Owned other Subsidiary (provided that, in the case of any such transfer of assets, (i) if the transferee of such assets is a U.S. Credit Party or a Credit Party, such U.S. Credit Party or Credit Party shall not pay more than the fair market value of such assets (determined as of the date of the applicable transfer) and (ii) Borrower; provided that if the transferor of in such assets a transaction is a U.S. Credit Party Restricted Subsidiary, then the transferee must either be the Borrower or a Credit Party, the transferee shall not pay less than the fair market value of such assets (determined as of the date of the applicable transfer)Restricted Subsidiary; (d) the sale or other disposition of investments permitted pursuant to clause (b) of the definition of Permitted Investments; (e) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (ef) the disposition of any Hedging Agreement; (fg) the disposition of sale (i) for cash or Cash Equivalents; Purchase Notes by the Borrower or any of its Restricted Subsidiaries of Unoccupied Prison Facilities for a minimum price per bed of $25,000, (gii) subject for cash of other Prison Facilities having a fair market value not to exceed $55,000,000 in the aggregate in any Fiscal Year, and (iii) for cash of any Prison Facility to the requirements United States Bureau of Section 8.2(b)Prisons or any other federal, the sale of timberlands state or local governmental agency in connection with a management contract with such entity with respect to such Prison Facility, such Asset Disposition to be for fair market value, as determined in good faith by the U.S. board of directors of the Borrower or its Subsidiariesand certified in writing by the board of directors to the Administrative Agent; (h) any sale or other disposition for cash of Purchase Notes for fair market value; (i) the transfer by the Original U.S. Borrower sale and leaseback of the Capital Stock of the New U.S. Borrowers Unoccupied Prison Facilities to the Parent Governmental Authorities in connection with management contracts relating thereto; provided that the New U.S. gross cash proceeds of such sale and leaseback transaction are at least equal to the fair market value, as determined in good faith by the Borrower, of such Unoccupied Prison Facility that is the subject of that sale and leaseback transaction and such transaction is otherwise on terms and conditions reasonably satisfactory to the Administrative Agent; (j) Asset Swaps; provided that (i) the Borrower Transactions would, at the time of such Asset Swap and after giving pro forma effect thereto as if such Asset Swap had been made at the beginning of the applicable four-fiscal quarter period, have been permitted to incur at least $1.00 of additional Indebtedness without declining below a Consolidated Fixed Charge Coverage Ratio of 2.0 to 1.0 for the Borrower’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such Asset Swap is to made and (ii) the board of directors of the Borrower determines that the fair market value of the assets received by the Borrower in exchange for the Asset Swap is not less than the fair market value of the assets disposed of by the Borrower in such Asset Swap and such determination is evidenced by a promissory note or promissory notesresolution of the board of directors of the Borrower set forth in an officer’s certificate delivered to the Administrative Agent, in form and substance satisfactory to the U.S. Administrative Agent, payable by the Parent to the Original U.S. Borrower (such notes, as amended, restated, supplemented or otherwise modified, the “New U.S. Borrower Notes”); (i) [Intentionally Omitted]; and (jk) Asset Dispositions of all or any portion of assets owned by the New U.S. Borrower Fixed Assets; provided that: and its Restricted Subsidiaries on the Closing Date, not otherwise permitted pursuant to this Section, in an aggregate amount not to exceed (i) such Asset Disposition shall be for no an amount equal to ten percent (10%) of Consolidated Tangible Assets determined as of the end of the fiscal quarter ended immediately prior to the Closing Date less than fair market value; (ii) both before and the aggregate amounts of Liens incurred pursuant to Section 10.2(n) that are subject to clause (i) of the proviso of such Section (after giving effect to any Liens that are released in connection with such Asset DispositionDispositions); provided that compliance with this Section 10.4(k) shall be determined, in each case, as of the date an Asset Disposition is made in reliance on this Section 10.4(k) (it being understood that this Section 10.4(k) is a limitation on such Asset Dispositions on a prospective basis only and that no Default or Event of Default shall have occurred and be continuingoccur under this Section 10.4(k) retroactively); (iiil) the U.S. Borrower shall be sale by CCA (U.K.) Ltd, a U.K. corporation, of its interest in pro forma compliance with each of the covenants set forth in Article IXAgecroft; (ivm) the terms sale or other disposition by the Borrower of such Asset Disposition shall be reasonably satisfactory to its interest in the Administrative Agent and the U.S. Administrative Agent, each in its sole discretionAgecroft Note; (vn) the Net Cash Proceeds of such Asset Disposition shall be applied in accordance with sales or other dispositions permitted pursuant to Section 8.2(b)(ii); and10.5; (ko) additional Asset Dispositions not otherwise permitted pursuant to this Section in an aggregate amount not to exceed $250,000,000 25,000,000 in the aggregate during the term of this Agreement (it being understood and agreed that this clause (k) shall not permit the sale of any New U.S. Borrower Fixed Assets).Fiscal Year; and

Limitations on Asset Dispositions. Make any Asset Disposition (including, without limitation, the sale of any receivables and leasehold interests and any sale-leaseback or similar transaction) except: (a) the sale or lease of equipment, inventory or other assets in the ordinary course of business; (b) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the U.S. Borrower or any of its Restricted Subsidiaries; (c) any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the U.S. Borrower, the Borrower or any Wholly-Owned other Subsidiary (provided that, in the case of any such transfer of assets, (i) if the transferee of such assets is a U.S. Credit Party or a Credit Party, such U.S. Credit Party or Credit Party shall not pay more than the fair market value of such assets (determined as of the date of the applicable transfer) and (ii) Borrower; provided that if the transferor of in such assets a transaction is a U.S. Credit Party Restricted Subsidiary, then the transferee must either be the Borrower or a Credit Party, the transferee shall not pay less than the fair market value of such assets (determined as of the date of the applicable transfer)Restricted Subsidiary; (d) the sale or other disposition of investments permitted pursuant to clause (b) of the definition of Permitted Investments; (e) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (ef) the disposition of any Hedging Agreement; (fg) the disposition of sale (i) for cash or Cash Equivalents; Purchase Notes by the Borrower or any of its Restricted Subsidiaries of Unoccupied Prison Facilities for a minimum price per bed of $25,000, (gii) subject for cash of other Prison Facilities having a fair market value not to exceed $45,000,000 in the aggregate in any Fiscal Year, and (iii) for cash of any Prison Facility to the requirements United States Bureau of Section 8.2(b)Prisons or any other federal, the sale of timberlands state or local governmental agency in connection with a management contract with such entity with respect to such Prison Facility, such Asset Disposition to be for fair market value, as determined in good faith by the U.S. board of directors of the Borrower or its Subsidiariesand certified in writing by the board of directors to the Administrative Agent; (h) any sale or other disposition for cash of Purchase Notes for fair market value; (i) the transfer by the Original U.S. Borrower sale and leaseback of the Capital Stock of the New U.S. Borrowers Unoccupied Prison Facilities to the Parent Governmental Authorities in connection with management contracts relating thereto; provided that the New U.S. gross cash proceeds of such sale and leaseback transaction are at least equal to the fair market value, as determined in good faith by the Borrower, of such Unoccupied Prison Facility that is the subject of that sale and leaseback transaction and such transaction is otherwise on terms and conditions reasonably satisfactory to the Administrative Agent; (j) Asset Swaps; provided that (i) the Borrower Transactions would, at the time of such Asset Swap and after giving pro forma effect thereto as if such Asset Swap had been made at the beginning of the applicable four-fiscal quarter period, have been permitted to incur at least $1.00 of additional Indebtedness without declining below a Consolidated Fixed Charge Coverage Ratio of 2.0 to 1.0 for the Borrower’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such Asset Swap is to made and (ii) the board of directors of the Borrower determines that the fair market value of the assets received by the Borrower in exchange for the Asset Swap is not less than the fair market value of the assets disposed of by the Borrower in such Asset Swap and such determination is evidenced by a promissory note or promissory notesresolution of the board of directors of the Borrower set forth in an officer’s certificate delivered to the Administrative Agent, in form and substance satisfactory to the U.S. Administrative Agent, payable by the Parent to the Original U.S. Borrower (such notes, as amended, restated, supplemented or otherwise modified, the “New U.S. Borrower Notes”); (i) [Intentionally Omitted]; and (jk) Asset Dispositions of all or any portion of assets owned by the New U.S. Borrower Fixed Assets; provided that: and its Restricted Subsidiaries on the Closing Date, not otherwise permitted pursuant to this Section, in an aggregate amount not to exceed (i) such Asset Disposition shall be for no an amount equal to ten percent (10%) of Consolidated Tangible Assets determined as of the end of the fiscal quarter ended immediately prior to the Closing Date less than fair market value; (ii) both before and the aggregate amounts of Liens incurred pursuant to Section 10.2(n) that are subject to clause (i) of the proviso of such Section (after giving effect to any Liens that are released in connection with such Asset DispositionDispositions); provided that compliance with this Section 10.4(k) shall be determined, in each case, as of the date an Asset Disposition is made in reliance on this Section 10.4(k) (it being understood that this Section 10.4(k) is a limitation on such Asset Dispositions on a prospective basis only and that no Default or Event of Default shall have occurred and be continuingoccur under this Section 10.4(k) retroactively); (iiil) the U.S. Borrower shall be sale by CCA (U.K.) Ltd, a U.K. corporation, of its interest in pro forma compliance with each of the covenants set forth in Article IXAgecroft; (ivm) the terms sale or other disposition by the Borrower of such Asset Disposition shall be reasonably satisfactory to its interest in the Administrative Agent and the U.S. Administrative Agent, each in its sole discretionAgecroft Note; (vn) the Net Cash Proceeds of such Asset Disposition shall be applied in accordance with sales or other dispositions permitted pursuant to Section 8.2(b)(ii); and10.5; (ko) additional Asset Dispositions not otherwise permitted pursuant to this Section in an aggregate amount not to exceed $250,000,000 20,000,000 in any Fiscal Year; and (p) additional Asset Dispositions of assets acquired by the Borrower and its Restricted Subsidiaries after the Closing Date and Designated Assets, subject to the terms and conditions set forth below: (i) the Borrower (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Disposition at least equal to (A) the fair market value of the assets (other than Designated Assets) sold or otherwise disposed of or (B) the Designated Asset Value of the Designated Assets sold or otherwise disposed of; (ii) the fair market value or Designated Asset Value, as applicable, is determined by the board of directors of the Borrower and evidenced by a resolution of such board of directors set forth in an officer’s certificate delivered to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent; and (iii) at least 75% of the consideration received in the aggregate during Asset Disposition by the term Borrower or such Restricted Subsidiary is in the form of this Agreement (it being understood and agreed that cash or Cash Equivalents. For purposes of this clause (kiii) only, each of the following will be deemed to be cash: (A) any liabilities, as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet, of the Borrower or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to this Agreement) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Borrower or such Restricted Subsidiary from further liability; (B) any securities, notes or other obligations received by the Borrower or any such Restricted Subsidiary from such transferee that are converted within ninety (90) days of the applicable Asset Disposition by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents, to the extent of the cash or Cash Equivalents received in that conversion; (C) 100% of the securities, notes or other obligations or Indebtedness actually received by the Borrower as consideration for the sale or other disposition of a Designated Asset pursuant to the terms of a Designated Asset Contract, but only to the extent that such securities, notes or other obligations or Indebtedness were explicitly required to be included, or permitted to be included solely at the option of the purchaser, in such consideration pursuant to the terms of the applicable Designated Asset Contract; (D) 100% of the Indebtedness actually received by the Borrower as consideration for the sale or other disposition of an Unoccupied Prison Facility; and (E) any Designated Non-Cash Consideration received by the Borrower or any such Restricted Subsidiary in the Asset Disposition; provided, however, that within 360 days after the receipt of any Net Proceeds from an Asset Disposition permitted pursuant to this Section 10.4(p), the Borrower may apply the Net Proceeds from such Asset Disposition: (1) to acquire all or substantially all of the assets of, or a majority of the Capital Stock of, another Permitted Business; (2) to make a capital expenditure (provided, that the completion of (i) construction of new facilities, (ii) expansions to existing facilities, and (iii) repair or reconstruction of damaged or destroyed facilities that commences within 360 days after the receipt of any Net Proceeds from an Asset Disposition may extend for an additional 360 day period if the Net Proceeds to be used for such construction, expansion or repair are committed to and set aside specifically for such activity within 360 days of their receipt); or (3) to acquire other long-term assets that are used or useful in a Permitted Business. Pending the final application of any Net Proceeds, the Borrower may use the Net Proceeds to pay Loans or invest the Net Proceeds in any Permitted Investment. Any Net Proceeds from Asset Dispositions that are not applied or invested as provided in the preceding proviso to this Section 10.4(p) shall not permit constitute “Excess Proceeds.” Within five (5) days of each date on which the sale aggregate amount of Excess Proceeds exceeds $15,000,000, the Borrower shall apply all the Excess Proceeds to prepay the Loans in the manner set forth in Section 2.4(b), without a corresponding permanent reduction in the Revolving Credit Commitment. If any New U.S. Excess Proceeds remain after such prepayment of the Loans, the Borrower Fixed Assets)shall offer to purchase Senior Unsecured Notes with such remaining Excess Proceeds pursuant to the terms and conditions of the Senior Unsecured Notes. Upon application of the Excess Proceeds to prepay the Loans and prepay the Senior Unsecured Notes, the amount of Excess Proceeds shall be reset at zero.

Limitations on Asset Dispositions. Make any Asset Disposition (including, without limitation, the sale of any receivables and leasehold interests and any sale-leaseback or similar transaction) except: (a) the sale of inventory in the ordinary course of business; (b) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the U.S. Borrower or any of its Subsidiaries; (c) the transfer of assets to the U.S. Borrower, the Canadian Borrower or any Wholly-Owned Subsidiary (provided that, in the case of any such transfer of assets, (i) if the transferee of such assets is a U.S. Credit Party or a Canadian Credit Party, such U.S. Credit Party or Canadian Credit Party shall not pay more than the fair market value of such assets (determined as of the date of the applicable transfer) and (ii) if the transferor of such assets is a U.S. Credit Party or a Canadian Credit Party, the transferee shall not pay less than the fair market value of such assets (determined as of the date of the applicable transfer); (d) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (e) the disposition of any Hedging Agreement; (f) the disposition of cash or Cash Equivalents; (g) subject to the requirements of Section 8.2(b), the sale of timberlands by the U.S. Borrower or its Subsidiaries; (h) the transfer by the Original U.S. Borrower of the Capital Stock of the New U.S. Borrowers Catawba Mill Assets to the Parent Newco in connection with the New U.S. Borrower Newco Transactions in exchange for a promissory note or promissory notesnote, in form and substance satisfactory to the U.S. Administrative Agent, payable by the Parent Newco to the Original U.S. Borrower (such notesnote, as amended, restated, supplemented or otherwise modified, the “New U.S. Borrower Notes”"Catawba Note") and Capital Stock of Newco (or as otherwise agreed to by the Administrative Agent); (i) [Intentionally Omitted]; andthe transfer by the Original Borrower of all or (if the remaining portion is dividended to the Parent pursuant to Section 10.6(h)) any portion of the issued and outstanding Capital Stock of Newco held by the Original Borrower to the Parent in accordance with the Newco Transactions in exchange for Capital Stock of (i) Bowater Canadian Holdings Incorporated, a company organized under the laws of Nova Scotia, held by the Parent, (ii) Abitibi-Consolidated Inc. held by the Parent and/or (iii) Xxxxxxx Corporation held by the Parent (or such other consideration as is reasonably acceptable to the Administrative Agent); (j) Asset Dispositions of all or any portion of the New U.S. Borrower Newco Fixed Assets; provided that: (i) such Asset Disposition shall be for no less than fair market value; (ii) both before and after giving to such Asset Disposition, no Default or Event of Default shall have occurred and be continuing; (iii) the U.S. Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX; (iv) the terms of such Asset Disposition shall be reasonably satisfactory to the Administrative Agent and the U.S. Administrative Agent, each in its sole discretion; (v) the Net Cash Proceeds of such Asset Disposition shall be applied in accordance with Section 8.2(b)(ii); and (k) additional Asset Dispositions not otherwise permitted pursuant to this Section in an aggregate amount not to exceed $250,000,000 in the aggregate during the term of this Agreement (it being understood and agreed that this clause (k) shall not permit the sale of any New U.S. Borrower Fixed Assets).

Limitations on Asset Dispositions. Make any Asset Disposition (including, without limitation, the sale of any receivables and leasehold interests and any sale-leaseback or similar transaction) except: (a) the sale or lease of equipment, inventory or other assets in the ordinary course of business; (b) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the U.S. Borrower or any of its Restricted Subsidiaries; (c) any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the U.S. Borrower, the Borrower or any Wholly-Owned other Subsidiary (provided that, in the case of any such transfer of assets, (i) if the transferee of such assets is a U.S. Credit Party or a Credit Party, such U.S. Credit Party or Credit Party shall not pay more than the fair market value of such assets (determined as of the date of the applicable transfer) and (ii) Borrower; provided that if the transferor of in such assets a transaction is a U.S. Credit Party Restricted Subsidiary, then the transferee must either be the Borrower or a Credit Party, the transferee shall not pay less than the fair market value of such assets (determined as of the date of the applicable transfer)Restricted Subsidiary; (d) the sale or other disposition of investments permitted pursuant to clause (b) of the definition of Permitted Investments; (e) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (ef) the disposition of any Hedging Agreement; (fg) the disposition of sale (i) for cash or Cash Equivalents; Purchase Notes by the Borrower or any of its Restricted Subsidiaries of Unoccupied Prison Facilities for a minimum price per bed of $25,000, (gii) subject for cash of other Prison Facilities having a fair market value not to exceed $55,000,000 in the aggregate in any Fiscal Year, and (iii) for cash of any Prison Facility to the requirements United States Bureau of Section 8.2(b)Prisons or any other federal, the sale of timberlands state or local governmental agency in connection with a management contract with such entity with respect to such Prison Facility, such Asset Disposition to be for fair market value, as determined in good faith by the U.S. board of directors of the Borrower or its Subsidiariesand certified in writing by the board of directors to the Administrative Agent; (h) any sale or other disposition for cash of Purchase Notes for fair market value; (i) the transfer by the Original U.S. Borrower sale and leaseback of the Capital Stock of the New U.S. Borrowers Unoccupied Prison Facilities to the Parent Governmental Authorities in connection with management contracts relating thereto; provided that the New U.S. gross cash proceeds of such sale and leaseback transaction are at least equal to the fair market value, as determined in good faith by the Borrower, of such Unoccupied Prison Facility that is the subject of that sale and leaseback transaction and such transaction is otherwise on terms and conditions reasonably satisfactory to the Administrative Agent; (j) Asset Swaps; provided that (i) the Borrower Transactions would, at the time of such Asset Swap and after giving pro forma effect thereto as if such Asset Swap had been made at the beginning of the applicable four-fiscal quarter period, have been permitted to incur at least $1.00 of additional Indebtedness without declining below a Consolidated Fixed Charge Coverage Ratio of 2.0 to 1.0 for the Borrower’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such Asset Swap is to made and (ii) the board of directors of the Borrower determines that the fair market value of the assets received by the Borrower in exchange for the Asset Swap is not less than the fair market value of the assets disposed of by the Borrower in such Asset Swap and such determination is evidenced by a promissory note or promissory notesresolution of the board of directors of the Borrower set forth in an officer’s certificate delivered to the Administrative Agent, in form and substance satisfactory to the U.S. Administrative Agent, payable by the Parent to the Original U.S. Borrower (such notes, as amended, restated, supplemented or otherwise modified, the “New U.S. Borrower Notes”); (i) [Intentionally Omitted]; and (jk) Asset Dispositions of all or any portion of assets owned by the New U.S. Borrower Fixed Assets; provided that: and its Restricted Subsidiaries on the Closing Date, not otherwise permitted pursuant to this Section, in an aggregate amount not to exceed (i) such Asset Disposition shall be for no an amount equal to ten percent (10%) of Consolidated Tangible Assets determined as of the end of the fiscal quarter ended immediately prior to the Closing Date less than fair market value; (ii) both before and the aggregate amounts of Liens incurred pursuant to Section 10.2(n) that are subject to clause (i) of the proviso of such Section (after giving effect to any Liens that are released in connection with such Asset DispositionDispositions); provided that compliance with this Section 10.4(k) shall be determined, in each case, as of the date an Asset Disposition is made in reliance on this Section 10.4(k) (it being understood that this Section 10.4(k) is a limitation on such Asset Dispositions on a prospective basis only and that no Default or Event of Default shall have occurred and be continuingoccur under this Section 10.4(k) retroactively); (iiil) the U.S. Borrower shall be sale by CCA (U.K.) Ltd, a U.K. corporation, of its interest in pro forma compliance with each of the covenants set forth in Article IXAgecroft; (ivm) the terms sale or other disposition by the Borrower of such Asset Disposition shall be reasonably satisfactory to its interest in the Administrative Agent and the U.S. Administrative Agent, each in its sole discretionAgecroft Note; (vn) the Net Cash Proceeds of such Asset Disposition shall be applied in accordance with sales or other dispositions permitted pursuant to Section 8.2(b)(ii); and10.5; (ko) additional Asset Dispositions not otherwise permitted pursuant to this Section in an aggregate amount not to exceed $250,000,000 25,000,000 in any Fiscal Year; (p) the sale of the Corporate Headquarters; and (q) additional Asset Dispositions of assets acquired by the Borrower and its Restricted Subsidiaries after the Closing Date and Designated Assets, subject to the terms and conditions set forth below: (i) the Borrower (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Disposition at least equal to (A) the fair market value of the assets (other than Designated Assets) sold or otherwise disposed of or (B) the Designated Asset Value of the Designated Assets sold or otherwise disposed of; (ii) the fair market value or Designated Asset Value, as applicable, is determined by the board of directors of the Borrower and evidenced by a resolution of such board of directors set forth in an officer’s certificate delivered to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent; and (iii) at least 75% of the consideration received in the aggregate during Asset Disposition by the term Borrower or such Restricted Subsidiary is in the form of this Agreement (it being understood and agreed that cash or Cash Equivalents. For purposes of this clause (kiii) only, each of the following will be deemed to be cash: (A) any liabilities, as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet, of the Borrower or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to this Agreement) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Borrower or such Restricted Subsidiary from further liability; (B) any securities, notes or other obligations received by the Borrower or any such Restricted Subsidiary from such transferee that are converted within ninety (90) days of the applicable Asset Disposition by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents, to the extent of the cash or Cash Equivalents received in that conversion; (C) 100% of the securities, notes or other obligations or Indebtedness actually received by the Borrower as consideration for the sale or other disposition of a Designated Asset pursuant to the terms of a Designated Asset Contract, but only to the extent that such securities, notes or other obligations or Indebtedness were explicitly required to be included, or permitted to be included solely at the option of the purchaser, in such consideration pursuant to the terms of the applicable Designated Asset Contract; (D) 100% of the Indebtedness actually incurred in favor of the Borrower as consideration for the sale or other disposition of an Unoccupied Prison Facility; and (E) any Designated Non-Cash Consideration received by the Borrower or any such Restricted Subsidiary in the Asset Disposition; provided, however, that within 360 days after the receipt of any Net Proceeds from an Asset Disposition permitted pursuant to this Section 10.4(q), the Borrower may apply the Net Proceeds from such Asset Disposition: (1) to acquire all or substantially all of the assets of, or a majority of the Capital Stock of, another Permitted Business; (2) to make a capital expenditure (provided, that the completion of (i) construction of new facilities, (ii) expansions to existing facilities, and (iii) repair or reconstruction of damaged or destroyed facilities that commences within 360 days after the receipt of any Net Proceeds from an Asset Disposition may extend for an additional 360 day period if the Net Proceeds to be used for such construction, expansion or repair are committed to and set aside specifically for such activity within 360 days of their receipt); or (3) to acquire other long-term assets that are used or useful in a Permitted Business. Pending the final application of any Net Proceeds, the Borrower may use the Net Proceeds to pay Loans or invest the Net Proceeds in any Permitted Investment. Any Net Proceeds from Asset Dispositions that are not applied or invested as provided in the preceding proviso to this Section 10.4(q) shall not permit constitute “Excess Proceeds.” Within five (5) days of each date on which the sale aggregate amount of Excess Proceeds exceeds $15,000,000, the Borrower shall apply all the Excess Proceeds to prepay the Loans in the manner set forth in Section 2.4(b), without a corresponding permanent reduction in the Revolving Credit Commitment. If any New U.S. Excess Proceeds remain after such prepayment of the Loans, the Borrower Fixed Assets)shall offer to purchase Senior Unsecured Notes with such remaining Excess Proceeds pursuant to the terms and conditions of the Senior Unsecured Notes. Upon application of the Excess Proceeds to prepay the Loans and prepay the Senior Unsecured Notes, the amount of Excess Proceeds shall be reset at zero.