Common use of Asset Disposition Clause in Contracts

Asset Disposition. Not, and not permit any other Loan Party to sell, lease, transfer, or otherwise dispose of any assets of the Borrower or any other Loan Party except (a) transfers of assets to any of the Loan Parties, (b) Asset Dispositions of Inventory of any of the Loan Parties and Fixed Assets of any of the Loan Parties (in each case subject to clause (d) of this Section 11.8 and the latter also subject to Section 11.14.4) sold in the ordinary course of business, (c) obsolete or worn out equipment and (d) subject to the following sentence, Asset Dispositions to the extent the aggregate Net Cash Proceeds of such Asset Dispositions does not exceed, in any such Fiscal Year, 20% of the Tangible Assets of the Borrower and the other Loan Parties, as of the end of the immediately preceding Fiscal Year, and to the extent 100% of the consideration for such Asset Dispositions is in cash; provided that, to the extent otherwise meeting the requirements of this clause (d): (1) Net Cash Proceeds from Asset Dispositions which in the event that the assets subject to such Asset Disposition constituted Collateral, such Net Cash Proceeds are reinvested in property, all or substantially all (as determined by the Collateral Agent) of which such property shall be made subject to the Lien of the applicable Collateral Documents in favor of the Collateral Agent or (2) in the event that the assets subject to such Asset Disposition did not constitute Collateral, such Net Cash Proceeds are reinvested in assets similar to the assets which were subject to such Asset Disposition or in property which is otherwise used or useful in the business of the Borrower and the other Loan Parties, and in each case, such property is located within the United States; provided further that, to the extent actually reinvested in such assets or property within the 180-day period after the applicable Asset Disposition or committed to be reinvested within 90 days after the end of such period, such Net Cash Proceeds will be excluded from the calculation of aggregate Net Cash Proceeds in such Fiscal Year. If the net sales proceeds of any asset sales, including the sale of any business, Subsidiary or investment, for any Fiscal Year are greater than 20% of Consolidated Tangible Assets of the Borrower and the Loan Parties, the Borrower shall be required to make prepayments in accordance with Section 6.2.2(i) and the Revolving Commitment shall be reduced as set forth in Section 6.2.2(a).

Asset Disposition. NotThe Company shall not sell, and not lease, transfer or otherwise dispose of, or permit any other Loan Party of their Material Subsidiaries or the Guarantors to sell, lease, transfer, transfer or otherwise dispose of of, any assets property of the Borrower Company or any other Loan Party Guarantor or any Material Subsidiary of the Company, except (ai) transfers sales of assets to any inventory in the ordinary course of the Loan Partiesbusiness and on reasonable terms, (bii) Asset Dispositions sales of Inventory of any of the Loan Parties and Fixed Assets of any of the Loan Parties (in each case subject to clause (d) of this Section 11.8 and the latter also subject to Section 11.14.4) sold worn out, surplus or obsolete equipment in the ordinary course of business, if no Default exists at the time of such sale, (ciii) obsolete replacement of equipment in the ordinary course of business with other equipment at least as useful and beneficial to the Company or worn out its Material Subsidiaries and their respective businesses as the equipment replaced if no Default exists at the time of such replacement and an Acceptable Security Interest exists in such other equipment at the time of such replacement, (iv) sales of other immaterial Property (other than Equity Interests, Debt or other obligations of any Subsidiary) in the ordinary course of business and on reasonable terms, if no Default exists at the time of such sale; provided that Property may not be sold pursuant to this CLAUSE (iv) if the aggregate fair market value of all Property sold pursuant to this CLAUSE (iv) exceeds $250,000 in any year, (v) sales or other dispositions of assets which are not Collateral for cash in arm's length transactions, (vi) sales, leases, transfers or other dispositions of the Refineries (in whole or in part, including to each other), (vii) the MAPL Asset Disposition and Seminole Asset Disposition, (viii) sales or other dispositions of assets of NewGP or its Subsidiaries and the transfer by Williams GP, LLC to NewGP of the general partnership interests and ixxxxxxxx xxstribution rights in MLP, (ix) Permitted Dispositions, (x) sale of Equity Interests in NewGP, (xi) transfers by the Guarantors to other Guarantors and transfers by non-Guarantor Subsidiaries to any other Subsidiary, in each case in the ordinary course of business and (dxii) subject transfers to the following sentenceState of California of up to 6 turbines in connection with the settlement of the California Proceedings, Asset Dispositions (xiii) the Arctic Fox Capital Contribution, and (xiv) transfers of Assets and Property by Subsidiaries of TGT which may not be restricted pursuant to the extent the aggregate Net Cash Proceeds that certain Indenture dated as of such Asset Dispositions does not exceedApril 11, in any such Fiscal Year1994 between TGT, 20as Issuer and The Chase Manhattan Bank, as Trustee; provided that (A) 50% of the Tangible Assets gross cash proceeds resulting from any disposition of Collateral permitted pursuant to clauses (ii), (iv) through (vii), (ix) and (x), shall, be deposited immediately upon receipt to the Collateral Account (as defined in the Collateral Trust Agreement) to be maintained with, and under the 45 FIRST AMENDED AND RESTATED TERM LOAN AGREEMENT control of, the Collateral Trustee pursuant to the Collateral Trust Agreement and applied in accordance with the terms and conditions of the Borrower L/C Agreement and the Primary Credit Agreement and (B) assets disposed of pursuant to clauses (i) through (v) shall not constitute a material part of the assets of TGPL, TGT or NWP and (C) with respect to any Collateral replaced, exchanged or transferred (in the case of clause (xi) only) or any non-cash proceeds received from the sale, transfer or other Loan Partiesdisposition of Collateral, in each case pursuant to this SECTION 8.16, the Company (or such Material Subsidiary or Guarantor, as applicable) shall undertake all actions as more fully set forth in, and subject to, Section 5.01(f) of the end of the immediately preceding Fiscal Year, and Primary Credit Agreement to the extent 100% of the consideration for such Asset Dispositions is in cash; provided that, to the extent otherwise meeting the requirements of this clause (d): (1) Net Cash Proceeds from Asset Dispositions which in the event that the assets subject to such Asset Disposition constituted Collateral, such Net Cash Proceeds are reinvested in property, all or substantially all (as determined by the Collateral Agent) of which such property shall be made subject to the Lien of the applicable Collateral Documents grant an Acceptable Security Interest in favor of the Collateral Agent Trustee on any new Collateral resulting from any such replacement or exchange or on the non-cash proceeds received from the sale or other disposition of Collateral and (2) in the event that the assets subject case of Collateral transferred pursuant to clause (xi), to maintain an Acceptable Security Interest on such Asset Disposition did not constitute transferred Collateral, such Net Cash Proceeds are reinvested . Notwithstanding anything in assets similar this SECTION 8.16 to the assets which were subject contrary, and for greater certainty, nothing in this Agreement shall prohibit (1) a transfer of Equity Interests of RMT from the Company to such RMT LLC or any RMT Asset Disposition or in (2) the Company or any of its Subsidiaries (including RMT LLC, RMT and their respective Subsidiaries) from selling, leasing, transferring or otherwise disposing of any property which is otherwise used or useful in the business of the Borrower and the other Loan Parties, and in each case, such property is located within the United States; provided further that, to the extent actually reinvested in such assets Company or property within the 180-day period after the applicable Asset Disposition or committed to be reinvested within 90 days after the end any of such period, such Net Cash Proceeds will be excluded from the calculation of aggregate Net Cash Proceeds in such Fiscal Year. If the net sales proceeds of any asset sales, including the sale of any business, Subsidiary or investment, for any Fiscal Year are greater than 20% of Consolidated Tangible Assets of the Borrower and the Loan Parties, the Borrower shall be required to make prepayments its Subsidiaries in accordance with Section 6.2.2(i) and the Revolving Commitment provisions of the Barrett Loan Agreement. For the avoidance of doubt, modification or xxxxxxxion of voting rights with respect to any Equity Interests shall be reduced as set forth in Section 6.2.2(a)not constitute a disposition of property.

Asset Disposition. NotThe Company shall not sell, and not lease, transfer or otherwise dispose of, or permit any other Loan Party of their Material Subsidiaries to sell, lease, transfer, transfer or otherwise dispose of of, any assets property of the Borrower Company or any other Loan Party Material Subsidiary of the Company, except (ai) transfers sales of assets to any inventory in the ordinary course of the Loan Partiesbusiness and on reasonable terms, (bii) Asset Dispositions sales of Inventory of any of the Loan Parties and Fixed Assets of any of the Loan Parties (in each case subject to clause (d) of this Section 11.8 and the latter also subject to Section 11.14.4) sold worn out or obsolete equipment in the ordinary course of business, if no Event of Default exists at the time of such sale, (ciii) obsolete or worn out replacement of equipment in the ordinary course of business with other equipment at least as useful and (d) subject beneficial to the following sentence, Asset Dispositions to Company or its Material Subsidiaries and their respective businesses as the extent equipment replaced if no Event of Default exists at the aggregate Net Cash Proceeds time of such Asset Dispositions does not exceedreplacement and an Acceptable Security Interest exists in such other equipment at the time of such replacement, (iv) sales of other immaterial Property (other than Equity Interests, Debt or other obligations of any Subsidiary) in any the ordinary course of business and on reasonable terms, if no Event of Default exists at the time of such Fiscal Year, 20% of the Tangible Assets of the Borrower and the other Loan Parties, as of the end of the immediately preceding Fiscal Year, and to the extent 100% of the consideration for such Asset Dispositions is in cashsale; provided that, that Property may not be sold pursuant to the extent otherwise meeting the requirements of this clause (d): iv) if the aggregate fair market value of all Property sold pursuant to this clause (iv) exceeds $250,000 in any year, (v) sales of assets which are not Collateral for cash in arm's length transactions; (vi) sales or other dispositions of WPC or the Refineries, (vii) sales of MAPL and Seminole and (viii) sales or other dispositions of assets of Xxxxxxxx XX LLC or Xxxxxxxx Energy Partners L.P.; provided that (A) the proceeds from any disposition permitted pursuant to clauses (i) through (vii) shall be applied in accordance with the terms and conditions of this Agreement and (B) assets disposed of pursuant to clauses (i) through (v) shall not constitute a material part of the assets of TGPL, TGT or NWP. Notwithstanding anything in this Section 8.16 to the contrary, and for greater certainty, nothing in this Agreement shall prohibit (1) Net Cash Proceeds the transfer of Equity Interests of RMT from Asset Dispositions which in the event that the assets subject Company to such Asset Disposition constituted Collateral, such Net Cash Proceeds are reinvested in property, all or substantially all (as determined by the Collateral Agent) of which such property shall be made subject to the Lien of the applicable Collateral Documents in favor of the Collateral Agent RMT LLC or (2) in the event that the assets subject to such Asset Disposition did not constitute CollateralRMT LLC, such Net Cash Proceeds are reinvested in assets similar to the assets which were subject to such Asset Disposition RMT and their respective Subsidiaries from selling, leasing, transferring or in property which is otherwise used or useful in the business of the Borrower and the other Loan Parties, and in each case, such property is located within the United States; provided further that, to the extent actually reinvested in such assets or property within the 180-day period after the applicable Asset Disposition or committed to be reinvested within 90 days after the end of such period, such Net Cash Proceeds will be excluded from the calculation of aggregate Net Cash Proceeds in such Fiscal Year. If the net sales proceeds disposing of any asset salesproperty of RMT LLC, including the sale of any business, Subsidiary or investment, for any Fiscal Year are greater than 20% of Consolidated Tangible Assets of the Borrower RMT and the Loan Parties, the Borrower shall be their respective Subsidiaries required to make prepayments in accordance with Section 6.2.2(i) and the Revolving Commitment shall be reduced as set forth in Section 6.2.2(a)provisions of the Xxxxxxx Loan Agreement."

Asset Disposition. Not, and not permit any other Loan Party to sell, lease, transfer, or otherwise dispose of any assets of the Borrower or any other Loan Party except (a) transfers of assets to any of the Loan Parties, (b) Asset Dispositions of Inventory of any of the Loan Parties and Fixed Assets of any of the Loan Parties (in each case subject to clause (d) of this Section 11.8 and the latter also subject to Section 11.14.411.8) sold in the ordinary course of business, (c) obsolete or worn out equipment and (d) subject to the following sentence, Asset Dispositions to the extent the aggregate Net Cash Proceeds of such Asset Dispositions does not exceed, in any such Fiscal Year, 20% of the Tangible Assets of the Borrower and the other Loan Parties, as of the end of the immediately preceding Fiscal Year, and to the extent 100% of the consideration for such Asset Dispositions is in cash; provided that, to the extent otherwise meeting the requirements of this clause (d): (1) Net Cash Proceeds from Asset Dispositions which in the event that the assets subject to such Asset Disposition constituted Collateral, such Net Cash Proceeds are reinvested in property, all or substantially all (as determined by the Collateral Agent) of which such property shall be made subject to the Lien of the applicable Collateral Documents in favor of the Collateral Agent or (2) in the event that the assets subject to such Asset Disposition did not constitute Collateral, such Net Cash Proceeds are reinvested in assets similar to the assets which were subject to such Asset Disposition or in property which is otherwise used or useful in the business of the Borrower and the other Loan Parties, and in each case, such property is located within the United States; provided further that, to the extent actually reinvested in such assets or property within the 180-day period after the applicable Asset Disposition or committed to be reinvested within 90 ninety (90) days after the end of such period, such Net Cash Proceeds will be excluded from the calculation of aggregate Net Cash Proceeds in such Fiscal Year. If the net sales proceeds of any asset sales, including the sale of any business, Subsidiary or investment, for any Fiscal Year are greater than 20% of Consolidated Tangible Assets of the Borrower and the Loan Parties, the Borrower shall be required to make prepayments in accordance with Section 6.2.2(i) and the Revolving Commitment shall be reduced as set forth in Section 6.2.2(a).

Asset Disposition. NotIf, and not permit any other Loan Party to sell(A) after the date of this Agreement, leasethe ----------------- - Borrower sells, transfer, disposes or otherwise dispose of transfers any assets or all of the Borrower or any Specified Assets (other Loan Party except (a) transfers than a license of assets to any of the Loan Parties, (b) Asset Dispositions of Inventory of any of the Loan Parties and Fixed Assets of any of the Loan Parties (in each case subject to clause (d) of this Section 11.8 and the latter also subject to Section 11.14.4) sold HDTV Patents in the ordinary course of business, (c) obsolete or worn out equipment and (d) subject to the following sentence, Asset Dispositions to the extent the aggregate Net Cash Proceeds of such Asset Dispositions does not exceed, in any such Fiscal Year, 20% of the Tangible Assets of the Borrower and the other Loan Parties, as of the end of the immediately preceding Fiscal Year, and to the extent 100% of the consideration for such Asset Dispositions is in cash; provided that, to the extent otherwise meeting the requirements of this clause (d): (1) Net Cash Proceeds from Asset Dispositions which in the event that the assets subject to such Asset Disposition constituted Collateral, such Net Cash Proceeds are reinvested in property, all or substantially all (as determined by the Collateral Agent) of which such property shall be made subject to the Lien of the applicable Collateral Documents in favor of the Collateral Agent or (2) in the event that the assets subject to such Asset Disposition did not constitute Collateral, such Net Cash Proceeds are reinvested in assets similar to the assets which were subject to such Asset Disposition or in property which is otherwise used or useful in the business of the Borrower Borrower) or (B) after the date the Obligations (as defined - in the Citicorp Credit Agreement) due and owing are paid in full and the obligation of the banks thereunder to lend is terminated, the Borrower or any of its Subsidiaries sells, disposes or otherwise transfers any or all of its assets (other Loan Partiesthan the PIK Specified Assets), and in each case, such property is located then within two Business Days of the United States; provided further that, to receipt of the extent actually reinvested in such assets or property within the 180-day period after the applicable Asset Disposition or committed to be reinvested within 90 days after the end proceeds of such period, such Net Cash Proceeds will be excluded from the calculation of aggregate Net Cash Proceeds in such Fiscal Year. If the net sales proceeds of any asset sales, including the sale of any business, Subsidiary or investment, for any Fiscal Year are greater than 20% of Consolidated Tangible Assets of the Borrower and the Loan Partiesdisposition, the Borrower shall prepay principal of the Loans in an amount equal to the net proceeds of such asset disposition, together with interest accrued thereon. Promptly upon entering into a definitive agreement to dispose of any or all of the Specified Assets or any other assets (other than the PIK Specified Assets), the Borrower will give LGE written notice of (i) the Specified - Assets or the other assets to be required sold, (ii) the anticipated amount of the -- proceeds of such disposition and (ii) the date or anticipated date, as the -- case may be, of such disposition. Upon the date of such asset disposition, the Borrower will give LGE notice of (i) the Specified Assets or the other - assets sold (other than the PIK Specified Assets), (ii) the amount of the -- proceeds of such asset disposition, (iii) the date of such asset --- disposition, (iv) the aggregate amount of the Loans to make prepayments in accordance with Section 6.2.2(ibe prepaid, (v) the -- aggregate amount of interest to be paid, and (vi) the Revolving Commitment shall be reduced as set forth in Section 6.2.2(a)date of such -- prepayment.

Asset Disposition. NotSell, and not lease, transfer or otherwise dispose of, or permit any other Loan Party of its Material Subsidiaries or the Guarantors to sell, lease, transfer, transfer or otherwise dispose of of, any assets property of the Borrower or any other Loan Party Guarantor or Material Subsidiary of the Borrower, except (ai) transfers sales of assets to any inventory in the ordinary course of the Loan Partiesbusiness and on reasonable terms, (bii) Asset Dispositions sales of Inventory of any of the Loan Parties and Fixed Assets of any of the Loan Parties (in each case subject to clause (d) of this Section 11.8 and the latter also subject to Section 11.14.4) sold worn out or obsolete equipment in the ordinary course of business, if no Event of Default exists at the time of such sale, (ciii) obsolete replacement of equipment in the ordinary course of business with other equipment at least as useful and beneficial to the Borrower or worn out its Material Subsidiaries and their respective businesses as the equipment replaced if no Event of Default exists at the time of such replacement and an Acceptable Security Interest exists in such other equipment at the time of such replacement, (iv) sales of other immaterial Property (other than Equity Interests, Debt or other obligations of any Subsidiary) in the ordinary course of business and on reasonable terms, if no Event of Default exists at the time of such sale; provided that Property may not be sold pursuant to this clause (iv) if the aggregate fair market value of all Property sold pursuant to this clause (iv) exceeds $250,000 in any year, (v) sales of assets which are not Collateral for cash in arm's length transactions, (vi) sales or other dispositions of Williams Pipelines Central, Inc. or the Refineries, (vii) sxxxx xx MAPL and Seminole and (dviii) subject sales or other dispositions of assets of Williams GP LLC or Williams Energy Partners L.P.; provided xxxx, (X) xx xxxx xx xxx Xxltiyear Williams Credit Agreement is still in effect, the proceeds xxxxxxxx from any disposition permitted pursuant to clauses (i) through (vi) shall be applied in accordance with the terms and conditions of the Multiyear Williams Credit Agreement and (B) assets disposed of pursuaxx xx xxauses (i) through (v) shall not constitute a material part of the assets of TGPL, TGT or NWP. Upon receipt of a written request therefor from the Borrower relating to dispositions permitted pursuant to this Section 5.2(e), (x) the Collateral Agent will execute and deliver all documents as may reasonably be requested to effect a release of the Liens on any such Collateral held by the Collateral Trustee pursuant to the following sentence, Asset Dispositions to the extent the aggregate Net Cash Proceeds of such Asset Dispositions does not exceed, in any such Fiscal Year, 20% of the Tangible Assets of the Borrower Collateral Trust Agreement and the other Loan Parties, as Security Documents and (y) each Bank shall be deemed to have affirmatively approved the release of the end of the immediately preceding Fiscal Year, and such Collateral. Notwithstanding anything in this Section 5.2(e) to the extent 100% of the consideration for such Asset Dispositions is contrary, nothing in cash; provided that, to the extent otherwise meeting the requirements of this clause (d): Agreement shall prohibit (1) Net Cash Proceeds the transfer of Equity Interests of RMT from Asset Dispositions which in the event that the assets subject TWC to such Asset Disposition constituted Collateral, such Net Cash Proceeds are reinvested in property, all or substantially all (as determined by the Collateral Agent) of which such property shall be made subject to the Lien of the applicable Collateral Documents in favor of the Collateral Agent RMT LLC or (2) in the event that the assets subject to such Asset Disposition did not constitute CollateralTWC or any of its Subsidiaries (including RMT LLC, such Net Cash Proceeds are reinvested in assets similar to the assets which were subject to such Asset Disposition RMT and their respective Subsidiaries) from selling, leasing, transferring or in otherwise disposing of any property which is otherwise used or useful in the business of the Borrower and the other Loan Parties, and in each case, such property is located within the United States; provided further that, to the extent actually reinvested in such assets Borrowers or property within the 180-day period after the applicable Asset Disposition or committed to be reinvested within 90 days after the end of such period, such Net Cash Proceeds will be excluded from the calculation of aggregate Net Cash Proceeds in such Fiscal Year. If the net sales proceeds of any asset sales, including the sale of any business, Subsidiary or investment, for any Fiscal Year are greater than 20% of Consolidated Tangible Assets Subsidiaries of the Borrower and the Loan Parties, the Borrower shall be required to make prepayments Borrowers in accordance with Section 6.2.2(i) and the Revolving Commitment shall be reduced as set forth in Section 6.2.2(a)provisions of the Barrett Loan Agreement.

Asset Disposition. NotSell, and not lease, transfer or otherwise dispose of, or permit any other Loan Party of their Material Subsidiaries to sell, lease, transfer, transfer or otherwise dispose of of, any assets property of the Borrower Borrowers or any other Loan Party Material Subsidiary of the Borrowers, except (ai) transfers sales of assets to any inventory in the ordinary course of the Loan Partiesbusiness and on reasonable terms, (bii) Asset Dispositions sales of Inventory of any of the Loan Parties and Fixed Assets of any of the Loan Parties (in each case subject to clause (d) of this Section 11.8 and the latter also subject to Section 11.14.4) sold worn out or obsolete equipment in the ordinary course of business, (c) obsolete or worn out equipment and (d) subject to if no Event of Default exists at the following sentence, Asset Dispositions to the extent the aggregate Net Cash Proceeds time of such Asset Dispositions does not exceedsale, (iii) replacement of equipment in the ordinary course of business with other equipment at least as useful and beneficial to TWC or its Material Subsidiaries and their respective businesses as the equipment replaced if no Event of Default exists at the time of such replacement and an Acceptable Security Interest exists in such other equipment at the time of such replacement, (iv) sales of other immaterial Property (other than Equity Interests, Debt or other obligations of any Subsidiary) in the ordinary course of business and on reasonable terms, if no Event of Default exists at the time of such Fiscal Year, 20% of the Tangible Assets of the Borrower and the other Loan Parties, as of the end of the immediately preceding Fiscal Year, and to the extent 100% of the consideration for such Asset Dispositions is in cashsale; provided that, that Property may not be sold pursuant to the extent otherwise meeting the requirements of this clause (d): iv) if the aggregate fair market value of all Property sold pursuant to this clause (iv) exceeds $250,000 in any year, (v) sales of assets which are not Collateral for cash in arm's length transactions, (vi) sales or other dispositions of WPC or the Refineries, (vii) sales of MAPL and Seminole and (viii) sales or other dispositions of assets of Xxxxxxxx XX LLC or Xxxxxxxx Energy Partners L.P.; provided that (A) the proceeds from any disposition permitted pursuant to clauses (i) through (vi), shall be applied in accordance with the terms and conditions of this Agreement and (B) assets disposed of pursuant to clauses (i) through (v) shall not constitute a material part of the assets of TGPL, TGT or NWP. Upon receipt of a written request therefor from the applicable Borrower relating to dispositions permitted pursuant to this Section 5.02(l), (x) the Collateral Agent will execute and deliver all documents as may reasonably be requested to effect a release of the Liens on any such Collateral held by the Collateral Trustee pursuant the Collateral Trust Agreement and other L/C Collateral Documents and (y) each Bank shall be deemed to have affirmatively approved the release of such Collateral. Notwithstanding anything in this Section 5.02(l) to the contrary, and for greater certainty, nothing in this Agreement shall prohibit (1) Net Cash Proceeds the transfer of Equity Interests of RMT from Asset Dispositions which in the event that the assets subject TWC to such Asset Disposition constituted Collateral, such Net Cash Proceeds are reinvested in property, all or substantially all (as determined by the Collateral Agent) of which such property shall be made subject to the Lien of the applicable Collateral Documents in favor of the Collateral Agent RMT LLC or (2) in the event that the assets subject to such Asset Disposition did not constitute CollateralTWC or any of its Subsidiaries (including RMT LLC, such Net Cash Proceeds are reinvested in assets similar to the assets which were subject to such Asset Disposition RMT and their respective Subsidiaries) from selling, leasing, transferring or in otherwise disposing of any property which is otherwise used or useful in the business of the Borrower and the other Loan Parties, and in each case, such property is located within the United States; provided further that, to the extent actually reinvested in such assets Borrowers or property within the 180-day period after the applicable Asset Disposition or committed to be reinvested within 90 days after the end of such period, such Net Cash Proceeds will be excluded from the calculation of aggregate Net Cash Proceeds in such Fiscal Year. If the net sales proceeds of any asset sales, including the sale of any business, Subsidiary or investment, for any Fiscal Year are greater than 20% of Consolidated Tangible Assets Subsidiaries of the Borrower and the Loan Parties, the Borrower shall be required to make prepayments Borrowers in accordance with Section 6.2.2(i) and the Revolving Commitment shall be reduced as set forth in Section 6.2.2(a)provisions of the Xxxxxxx Loan Agreement.

Asset Disposition. Not, and not permit any other Loan Party to to, sell, lease, transfer, or otherwise dispose of any assets of the Borrower or any other Loan Party except (a) transfers of assets to any of the Loan Parties, (b) Asset Dispositions of Inventory of any of the Loan Parties and Fixed Assets of any of the Loan Parties (in each case subject to clause (d) of this Section 11.8 and the latter also subject to Section 11.14.411.8) sold in the ordinary course of business, (c) obsolete or worn out equipment and (d) subject to the following sentence, Asset Dispositions to the extent the aggregate Net Cash Proceeds of such Asset Dispositions does not exceed, in any such Fiscal Year, 20% of the Tangible Assets of the Borrower and the other Loan Parties, as of the end of the immediately preceding Fiscal Year, and to the extent 100% of the consideration for such Asset Dispositions is in cash; provided that, to the extent otherwise meeting the requirements of this clause (d): (1) Net Cash Proceeds from Asset Dispositions which in the event that the assets subject to such Asset Disposition constituted Collateral, such Net Cash Proceeds are reinvested in property, all or substantially all (as determined by the Collateral Agent) of which such property shall be made subject to the Lien of the applicable Collateral Documents in favor of the Collateral Agent or (2) in the event that the assets subject to such Asset Disposition did not constitute Collateral, such Net Cash Proceeds are reinvested in assets similar to the assets which were subject to such Asset Disposition or in property which is otherwise used or useful in the business of the Borrower and the other Loan Parties, and in each case, such property is located within the United States; provided further that, to the extent actually reinvested in such assets or property within the 180-day period after the applicable Asset Disposition or committed to be reinvested within 90 ninety (90) days after the end of such period, such Net Cash Proceeds will be excluded from the calculation of aggregate Net Cash Proceeds in such Fiscal Year. If the net sales proceeds of any asset sales, including the sale of any business, Subsidiary or investment, for any Fiscal Year are greater than 20% of Consolidated Tangible Assets of the Borrower and the Loan Parties, the Borrower shall be required to make prepayments of the Term Loan in accordance with Section 6.2.2(i) 6.2.2 and the Revolving Commitment shall be reduced as set forth in Section 6.2.2(a)6.1.2. Notwithstanding the foregoing, on terms and conditions acceptable to Administrative Agent and Required Lenders, Borrower may, at any one time, sell its accounts receivable up to an aggregate amount of $65,000,000.