Common use of Permitted Dispositions Clause in Contracts

Permitted Dispositions. Holdings and the Borrowers will not, and will not permit any of their respective Subsidiaries to, Dispose of any of such Borrower's or such Subsidiaries' assets (including accounts receivable, Capital Stock of Subsidiaries or any proceeds thereof) to any Person, in one transaction or series of transactions, except for the following: (a) Dispositions of (i) inventory Disposed of in the ordinary course of its business, (ii) assets which are obsolete, worn out or otherwise no longer useful in the business of the U.S. Borrower and its Subsidiaries in the good faith judgment of management or (iii) other assets with a fair market value of $75,000 or less (up to an aggregate amount not to exceed $750,000 in any year); (b) Dispositions permitted by Section 7.2.10; (c) Dispositions made pursuant to non-exclusive licensing arrangements entered into by the U.S. Borrower or any of its Subsidiaries with respect to any of its intellectual property in the ordinary course of its business; (i) Dispositions for not less than the fair market value of the assets to be Disposed, (ii) the consideration received by the U.S. Borrower or applicable Subsidiary consists of at least 75% cash, (iii) the net book value of such assets, together with the net book value of all other assets Disposed of pursuant to this clause (d), does not exceed $3,000,000 in any Fiscal Year or $15,000,000 over the term of this Agreement and (iv) immediately prior to and after giving effect to such Disposition no Default shall have occurred and be continuing; (e) Dispositions in respect of the sale or exchange of specific items of equipment, so long as the purpose of each such sale or exchange is to acquire (and results within 120 days of such sale or exchange in the acquisition of) replacement items of equipment which are the functional equivalent of the item of equipment so sold or exchanged; (f) Dispositions in respect of the sale or discount of receivables in the ordinary course of business and not as part of any financing transaction; (g) Dispositions in respect of leases or subleases granted to other Persons in the ordinary course of business; (h) the Disposition of (i) the vinyl window manufacturing operations located at the Lambeth, Ontario facility of the Canadian Borrower, (ii) the vinyl manufacturing operations located at the Freeport, Texas facility of the U.S. Borrower and (iii) the business operations and assets related to the fence, deck and rail operations of the U.S. Borrower located primarily at the West Salem, Ohio facility; provided that, in each case, the consideration received by the U.S. Borrower and Gentek U.S., as the case may be (x) shall not be less than the fair market value of the equipment, assets or operations to be Disposed of and (y) shall consist of at least 75% cash; (i) without duplication, Dispositions in respect of sales or leasebacks permitted under Section 7.2.15; and (j) (i) Dispositions by the U.S. Borrower to a U.S. Subsidiary Guarantor, (ii) Dispositions by a U.S. Subsidiary Guarantor to the U.S. Borrower or another U.S. Subsidiary Guarantor, (iii) Dispositions by the Canadian Borrower to a Canadian Subsidiary Guarantor, (iv) Dispositions by a Canadian Subsidiary Guarantor to the Canadian Borrower or another Canadian Subsidiary Guarantor, (v) Dispositions by a Foreign Subsidiary (other than the Canadian Borrower or any of its Subsidiaries) to another Foreign Subsidiary (other than the Canadian Borrower or any of its Subsidiaries), (vi) Dispositions to the U.S. Borrower or any Subsidiary of the U.S. Borrower by a Subsidiary of the U.S. Borrower in the ordinary course of its business and (vii) other Dispositions by the U.S. Borrower or any Subsidiary of the U.S. Borrower so long as each such Disposition is consummated for not less than fair market value of the assets to be Disposed of and is otherwise in compliance with the terms of Section 7.2.13.

Permitted Dispositions. Holdings and the Borrowers Each Borrower will not, and the Cayman Borrower will not permit any of their respective its Subsidiaries to, Dispose of any of such Borrower's or such Subsidiaries' their respective assets (including accounts receivable, receivable and Capital Stock Securities of Subsidiaries or any proceeds thereofSubsidiaries) to any Person, Person in one transaction or series of transactions, except for the followingtransactions unless such Disposition: (a) Dispositions of (i) inventory Disposed of is a Disposition made in the ordinary course of its business, (ii) assets which are business or of obsolete, damaged, worn out out, surplus or otherwise no longer useful in the business of the U.S. Borrower and its Subsidiaries in the good faith judgment of management or (iii) other assets with a fair market value of $75,000 or less (up to an aggregate amount not to exceed $750,000 in any year);outdated property, (b) Dispositions is a Disposition of an Excluded Subsidiary for a consideration consisting solely of cash, (c) is permitted by Section 7.2.10;, (cd) Dispositions made pursuant is from a Subsidiary of the Cayman Borrower to non-exclusive licensing arrangements entered into by the U.S. Cayman Borrower or any a wholly owned Subsidiary of its Subsidiaries with respect to any the Cayman Borrower, (e) is of its intellectual property Cash Equivalent Investments in the ordinary course of its business; (i) Dispositions for not less than the fair market value of the assets to be Disposed, (ii) the consideration received by the U.S. Borrower or applicable Subsidiary consists of at least 75% cash, (iii) the net book value of such assets, together with the net book value of all other assets Disposed of pursuant to this clause (d), does not exceed $3,000,000 in any Fiscal Year or $15,000,000 over the term of this Agreement and (iv) immediately prior to and after giving effect to such Disposition no Default shall have occurred and be continuing; (e) Dispositions in respect of the sale or exchange of specific items of equipment, so long as the purpose of each such sale or exchange is to acquire (and results within 120 days of such sale or exchange in the acquisition of) replacement items of equipment which are the functional equivalent of the item of equipment so sold or exchanged;, (f) Dispositions in respect consists of leases or subleases of real property or capital assets (which are not essential to the operation of the sale business of the lessor or discount sublessor) in the ordinary course of receivables business, (g) consists of the issuance of employee benefit and stock incentive plans entered into in the ordinary course of business, (h) consists of accounts receivable pursuant to any monetization or other financing of accounts receivable in the ordinary course of business and not as part for the purpose of any financing transaction; (g) Dispositions borrowing money and after giving effect to such Disposition the Borrowers will be in respect of leases compliance with the covenants set forth in Section 7.2.4 calculated to give pro forma effect to such monetization or subleases granted to other Persons in the ordinary course of business; (h) the Disposition of (i) the vinyl window manufacturing operations located at the Lambeth, Ontario facility of the Canadian Borrower, (ii) the vinyl manufacturing operations located at the Freeport, Texas facility of the U.S. Borrower and (iii) the business operations and assets related to the fence, deck and rail operations of the U.S. Borrower located primarily at the West Salem, Ohio facility; provided that, in each case, the consideration received by the U.S. Borrower and Gentek U.S., as the case may be (x) shall not be less than the fair market value of the equipment, assets or operations to be Disposed of and (y) shall consist of at least 75% cash;financing, (i) without duplicationis required to be made pursuant to the existing contractual arrangements described on Item 7.2.11 of the Disclosure Schedule, (j) any other Disposition if the Borrowers shall have furnished notice to the Administrative Agent of the Disposition as soon as practicable after the date information concerning the Disposition is publicly announced and certification that after giving effect to such Disposition the Borrowers will be in compliance with the covenants set forth in Section 7.2.4, Dispositions in respect of sales or leasebacks permitted under Section 7.2.15calculated to give pro forma effect to such Disposition; and (jk) (i) Dispositions results from or is contemplated by the U.S. Borrower to a U.S. Subsidiary Guarantor, (iitransactions described in Item 7.2.5(s) Dispositions by a U.S. Subsidiary Guarantor to the U.S. Borrower or another U.S. Subsidiary Guarantor, (iii) Dispositions by the Canadian Borrower to a Canadian Subsidiary Guarantor, (iv) Dispositions by a Canadian Subsidiary Guarantor to the Canadian Borrower or another Canadian Subsidiary Guarantor, (v) Dispositions by a Foreign Subsidiary (other than the Canadian Borrower or any of its Subsidiaries) to another Foreign Subsidiary (other than the Canadian Borrower or any of its Subsidiaries), (vi) Dispositions to the U.S. Borrower or any Subsidiary of the U.S. Disclosure Schedules; provided, that the Borrowers shall not and the Cayman Borrower by a Subsidiary shall not permit its Subsidiaries to Dispose in any calendar year of assets that provided, in the aggregate, greater than 25% of the U.S. Borrower consolidated cash flow the Borrowers (calculated in accordance with GAAP) for the ordinary course of its business and (vii) other Dispositions by preceding calendar year without the U.S. Borrower or any Subsidiary consent of the U.S. Borrower so long as each such Disposition is consummated for not less than fair market value of the assets to be Disposed of and is otherwise in compliance with the terms of Section 7.2.13Required Lenders.

Permitted Dispositions. Holdings and None of the Borrowers will not, and will not permit Borrower or any of their respective the Subsidiaries to, will Dispose of any of such Borrower's or such Subsidiaries' its assets (including accounts receivable, receivable and Capital Stock Securities of Subsidiaries the Borrower or any proceeds thereofSubsidiaries) to any Person, Person in one transaction or series of transactions, except for the following: (a) Dispositions of transactions unless such Disposition (i) is inventory or obsolete, damaged, worn out or surplus property Disposed of in the ordinary course of its business, (ii) assets which are obsolete, worn out or otherwise no longer useful in the business of the U.S. Borrower and its Subsidiaries in the good faith judgment of management or (iii) other assets with a fair market value of $75,000 or less (up to an aggregate amount not to exceed $750,000 in any year); (b) Dispositions is permitted by Section 7.2.10; (c) Dispositions made pursuant to non-exclusive licensing arrangements entered into by the U.S. Borrower or any of its Subsidiaries with respect to any of its intellectual property in the ordinary course of its business; (i) Dispositions for not less than the fair market value of the assets to be Disposed, (ii) the consideration received by the U.S. Borrower or applicable Subsidiary consists of at least 75% cash8.7, (iii) is from a Loan Party to a Loan Party (provided that such Loan Party takes such actions as the net book value Lender may reasonably request to ensure the perfection and priority of the Liens in favor of the Lender over such transferred assets, together with the net book value of all other assets Disposed of pursuant to this clause (d), does not exceed $3,000,000 in any Fiscal Year or $15,000,000 over the term of this Agreement and ; (iv) immediately prior licenses for the use of the Intellectual Property of the Borrower or its Subsidiaries that are on a non-exclusive basis or on an exclusive basis so long as such exclusive licensing is limited to geographic areas, particular fields of use, a subset of products for customers or limited time periods and so long as after giving effect to such Disposition no Default shall have occurred and be continuing; licenses the Loan Parties continue to retain sufficient rights to use their Intellectual Property as to enable them to continue to conduct their business in the ordinary course; (ev) Dispositions in respect transfers of cash for equivalent value; (vi) dispositions consisting of the sale sale, transfer, assignment or exchange other disposition of specific items of equipmentunpaid and overdue accounts receivable in connection with the collection, so long as the purpose of each such sale compromise or exchange is to acquire (and results within 120 days of such sale or exchange in the acquisition of) replacement items of equipment which are the functional equivalent of the item of equipment so sold or exchanged; (f) Dispositions in respect of the sale or discount of receivables settlement thereof in the ordinary course of business and not as part of any a financing transaction; ; (gvii) Dispositions in respect dispositions of leases or subleases granted to other Persons in the ordinary course of business; (h) the Disposition of (i) the vinyl window manufacturing operations located at the Lambeth, Ontario facility of the Canadian Borrower, (ii) the vinyl manufacturing operations located at the Freeport, Texas facility of the U.S. Borrower and (iii) the business operations and assets related property to the fence, deck and rail operations of the U.S. Borrower located primarily at the West Salem, Ohio facility; provided that, in each case, the consideration received by the U.S. Borrower and Gentek U.S., as the case may be extent that (x) shall not be less than such property is exchanged for credit against the fair market value purchase price of the equipment, assets similar replacement property or operations to be Disposed of and (y) shall consist the proceeds (determined on an after-tax basis) of at least 75% cash; (i) without duplication, Dispositions in respect of sales or leasebacks permitted under Section 7.2.15; and (j) (i) Dispositions by the U.S. Borrower to a U.S. Subsidiary Guarantor, (ii) Dispositions by a U.S. Subsidiary Guarantor such disposition are applied to the U.S. Borrower purchase price of such replacement; (viii) dispositions resulting from Casualty Events; (ix) equipment sales to distribution or another U.S. Subsidiary Guarantor, (iii) Dispositions by the Canadian Borrower to a Canadian Subsidiary Guarantor, (iv) Dispositions by a Canadian Subsidiary Guarantor to the Canadian Borrower commercialization partners and transfers of Equipment and other property consisting of demonstration units or another Canadian Subsidiary Guarantor, (v) Dispositions by a Foreign Subsidiary (other than the Canadian Borrower located at clinical sites or any of its Subsidiaries) to another Foreign Subsidiary (other than the Canadian Borrower or any of its Subsidiaries), (vi) Dispositions to the U.S. Borrower or any Subsidiary of the U.S. Borrower by a Subsidiary of the U.S. Borrower in the ordinary course of its business trade and exhibition shows; and (viix) other Dispositions by pursuant to this clause (x) solely for cash consideration, not to exceed $250,000 in the U.S. Borrower or aggregate for all such Dispositions in any Subsidiary of the U.S. Borrower so long as each such Disposition is consummated for not less than fair market value of the assets to be Disposed of and is otherwise in compliance with the terms of Section 7.2.13fiscal year.

Permitted Dispositions. Holdings and the Borrowers will not, and will not permit any of their respective Subsidiaries to, Dispose of any of such Borrower's or such Subsidiaries' assets (including accounts receivable, Capital Stock of Subsidiaries The Borrower or any proceeds thereof) to any Person, in one transaction or series of transactions, except for the following: (a) Dispositions of (i) inventory Disposed of in the ordinary course of its business, (ii) assets which are obsolete, worn out or otherwise no longer useful in the business Wholly Owned ---------------------- Subsidiary of the U.S. Borrower may enter into one or more transactions intended to trade (by means of either an exchange or a sale and subsequent purchase) one or more of the CATV Systems owned by the Borrower and its Subsidiaries in the good faith judgment of management for one or (iii) more CATV Systems owned by any other assets with a fair market value of $75,000 or less (up to an aggregate amount not to exceed $750,000 in any year); (b) Dispositions permitted Person, which transactions may be effected either by Section 7.2.10; (c) Dispositions made pursuant to non-exclusive licensing arrangements entered into by the U.S. Borrower or any of its Subsidiaries with respect to any of its intellectual property in the ordinary course of its business; (i) Dispositions for the Borrower or such Wholly Owned Subsidiary selling one or more CATV Systems owned by it, and either depositing the Net Available Proceeds thereof into the Collateral Account, or prepaying Revolving Credit Loans (and creating a Reserved Commitment Amount), as Credit Agreement ---------------- contemplated by the second paragraph of Section 2.10(d) hereof, and then within 270 days acquiring one or more other CATV Systems or (ii) exchanging one or more CATV Systems, together with cash not less than exceeding 20% of the fair market value of such acquired CATV Systems, so long as (x) at the assets to be Disposed, (ii) the consideration received by the U.S. Borrower or applicable Subsidiary consists time of at least 75% cash, (iii) the net book value of any such assets, together with the net book value of all other assets Disposed of pursuant to this clause (d), does not exceed $3,000,000 in any Fiscal Year or $15,000,000 over the term of this Agreement and (iv) immediately prior to transactions and after giving effect to such Disposition thereto, no Default shall have occurred and be continuing; continuing and (ey) Dispositions in with respect of the sale or to any exchange of specific items CATV Systems pursuant to clause (ii), the sum of equipment(A) the System Cash Flow for the period of four fiscal quarters ending on, so long as or most recently ended prior to, the purpose of each such sale or exchange is to acquire (and results within 120 days date of such sale or exchange in attributable to the acquisition of) replacement items of equipment which are the functional equivalent of the item of equipment so sold or exchanged; CATV Systems being exchanged plus (f) Dispositions in respect of the sale or discount of receivables in the ordinary course of business and not as part of any financing transaction; (g) Dispositions in respect of leases or subleases granted to other Persons in the ordinary course of business; (hB) the Disposition of (i) the vinyl window manufacturing operations located at the Lambeth, Ontario facility of the Canadian Borrower, System Cash Flow for such period attributable to all ---- other CATV Systems previously exchanged pursuant to said clause (ii) the vinyl manufacturing operations located at the Freeport, Texas facility does not exceed 20% of the U.S. Borrower and (iii) the business operations and assets related to the fence, deck and rail operations of the U.S. Borrower located primarily at the West Salem, Ohio facility; provided thatAdjusted System Cash Flow for such period. If, in each caseconnection with an exchange permitted under this subparagraph (iv), the consideration received by the U.S. Borrower and Gentek U.S., as the case may be (x) shall not be less than or Wholly Owned Subsidiary receives cash in excess of 20% the fair market value of the equipmentacquired CATV Systems, assets or operations to such exchange shall be Disposed of and (y) shall consist of at least 75% cash; (i) without duplication, Dispositions in respect of sales or leasebacks permitted as a sale under Section 7.2.15; and (j) (i) Dispositions by the U.S. Borrower to a U.S. Subsidiary Guarantor, (ii) Dispositions by a U.S. Subsidiary Guarantor to the U.S. Borrower or another U.S. Subsidiary Guarantor, (iii) Dispositions by the Canadian Borrower to a Canadian Subsidiary Guarantor, this subparagraph (iv) Dispositions and the cash received by a Canadian Subsidiary Guarantor to the Canadian Borrower or another Canadian Subsidiary Guarantor, (v) Dispositions by a Foreign Subsidiary (other than the Canadian Borrower or any of its Subsidiaries) to another Foreign Subsidiary (other than the Canadian Borrower or any of its Subsidiaries), (vi) Dispositions to the U.S. Borrower or any Subsidiary of the U.S. Borrower by a Subsidiary of the U.S. Borrower in the ordinary course of its business and (vii) other Dispositions by the U.S. Borrower or any Subsidiary of the U.S. Borrower so long as each connection with such Disposition is consummated for not less than fair market value of the assets to transaction shall be Disposed of and is otherwise applied in compliance accordance with the terms of Section 7.2.132.10(d).

Permitted Dispositions. Holdings and the Borrowers No Borrower will, nor will not, and will not it permit any of their respective its Subsidiaries to, Dispose of any of such Borrower's or such Subsidiaries' Person’s assets (including accounts receivable, receivable and Capital Stock Securities of Subsidiaries or any proceeds thereofSubsidiaries) to any Person, Person in one transaction or series of transactions, except for the followingtransactions unless such Disposition is: (a) Dispositions of (i) inventory Disposed of in the ordinary course of its businessor obsolete, (ii) assets which are obsoletedamaged, worn out or otherwise no longer useful in the business surplus personal property Disposed of the U.S. Borrower and its Subsidiaries in the good faith judgment of management or (iii) other assets with a fair market value of $75,000 or less (up to an aggregate amount not to exceed $750,000 in any year); (b) Dispositions permitted by Section 7.2.10; (c) Dispositions made pursuant to non-exclusive licensing arrangements entered into by the U.S. Borrower or any of its Subsidiaries with respect to any of its intellectual property in the ordinary course of its business; (ib) Dispositions for not less than Purchased Leases or Residual Positions to a Lease Purchaser in connection with one or more Lease Purchase Transactions in the fair market value ordinary course of the assets to be DisposedParent’s and its Subsidiaries’ business, (ii) provided that the consideration received by the U.S. applicable Borrower or applicable Subsidiary for such sale consists of at least no less than 90% in cash and is conducted in an arm’s-length transaction with such Person; (c) permitted by Section 7.2.10; (d) (i) for fair market value and the consideration received consists of no less than 75% in cash, and (iiiii) the net book value of Net Disposition Proceeds received from such assetsDisposition, together with the net book value Net Disposition Proceeds of all other assets Disposed of pursuant to this clause (d)since the Closing Date, does do not exceed (individually or in the aggregate) (1) $3,000,000 in any Fiscal Year or $15,000,000 90,000,000 over the term of this Agreement and plus (iv2) immediately prior to and an additional amount so long as after giving effect to the consummation of such Disposition no Default shall have occurred and be continuingto any prepayment made pursuant to Section 3.1.1(e) hereof with the proceeds of such Disposition, the Parent and its Subsidiaries are in pro forma compliance with a Leverage Ratio of less than or equal to 3.00:1.00, determined on a Pro Forma Basis as of the last day of the Fiscal Quarter most recently ended; (e) Dispositions of Intellectual Property Assets to a Patent Enforcement Party, provided that (i) the Net Disposition Proceeds received from such Disposition are used to prepay the Loans in respect accordance with Section 3.1.1(e) without any ability to reinvest such Net Disposition Proceeds pursuant to the provisos to such Section, (ii) such Intellectual Property Assets are, contemporaneously with such Disposition, made subject to a perpetual license from the Patent Enforcement Party to the Parent or one of its Subsidiaries, which license is freely-assignable by the applicable Borrower or Subsidiary and shall constitute Collateral upon which the Collateral Agent, for the benefit of the sale or exchange of specific items of equipmentSecured Parties, so long as the purpose of each such sale or exchange is shall have a fully perfected first priority Lien, subject to acquire no Liens other than Permitted Liens, and (and results within 120 days of such sale or exchange in the acquisition ofiii) replacement items of equipment which are the functional equivalent upon completion of the item of equipment so sold patent enforcement process by the Patent Enforcement Party, all right, title and interest in such Intellectual Property Assets shall revert back to the Parent or exchangedits applicable Subsidiary; (f) Dispositions in respect any Permitted Reorganization Step; or (g) of the sale equipment and related goods provided to customers or discount of receivables prospective customers in the ordinary course of business and not as part consistent with past practices for the purposes of allowing such parties to test any financing transaction; (g) Dispositions in respect of leases or subleases granted to other Persons in the ordinary course of business; (h) the Disposition of (i) the vinyl window manufacturing operations located at the Lambeth, Ontario facility of the Canadian Borrower, (ii) the vinyl manufacturing operations located at the Freeport, Texas facility of the U.S. Borrower and (iii) the business operations and assets related to the fence, deck and rail operations of the U.S. Borrower located primarily at the West Salem, Ohio facility; provided that, in each case, the consideration received by the U.S. Borrower and Gentek U.S., as the case may be (x) shall not be less than the fair market value of the equipment, assets or operations to be Disposed of and (y) shall consist of at least 75% cash; (i) without duplication, Dispositions in respect of sales or leasebacks permitted under Section 7.2.15; and (j) (i) Dispositions by the U.S. Borrower to a U.S. Subsidiary Guarantor, (ii) Dispositions by a U.S. Subsidiary Guarantor to the U.S. Borrower or another U.S. Subsidiary Guarantor, (iii) Dispositions by the Canadian Borrower to a Canadian Subsidiary Guarantor, (iv) Dispositions by a Canadian Subsidiary Guarantor to the Canadian Borrower or another Canadian Subsidiary Guarantor, (v) Dispositions by a Foreign Subsidiary (other than the Canadian Borrower ’s or any of its Subsidiaries) to another Foreign Subsidiary (other than the Canadian Borrower or any of its Subsidiaries), (vi) Dispositions to the U.S. Borrower or any Subsidiary of the U.S. Borrower by a Subsidiary of the U.S. Borrower in the ordinary course of its business Subsidiary’s products and (vii) other Dispositions by the U.S. Borrower or any Subsidiary of the U.S. Borrower so long as each such Disposition is consummated for not less than fair market value of the assets to be Disposed of and is otherwise in compliance with the terms of Section 7.2.13services.

Permitted Dispositions. Holdings The Parent and the Borrowers Borrower will not, and will not permit any of their respective the other Restricted Subsidiaries to, Dispose of any assets of such Borrower's the Parent, the Borrower or such Subsidiaries' assets any of the other Restricted Subsidiaries (including accounts receivable, receivable and Capital Stock Securities of Subsidiaries or any proceeds thereofof the Parent) to any Person, Person in one transaction or series of transactions, transactions except for the following: (a) Dispositions of (i) of inventory or used, obsolete, uneconomic, worn-out or surplus equipment or intellectual property Disposed of in the ordinary course of its business, (ii) assets which are obsoletepermitted by Section 7.2.9 or 7.2.10, worn out (iii) of cash or otherwise no longer useful Cash Equivalent Investments or Foreign Cash Investments in exchange for cash or (x) in the business case of the Parent and its U.S. Borrower Subsidiaries, Cash Equivalent Investments and (y) in the case of Foreign Subsidiaries, Foreign Cash Investments, (iv) of Capital Securities by any Foreign Subsidiary or its Subsidiaries in order to qualify members of the good faith judgment board of management directors or equivalent governing body of such Foreign Subsidiary or such other nominal shares required to be held other than by such Foreign Subsidiary, in each case, as required by applicable law, (iiiv) other assets of accounts receivable on a non-recourse basis by any Foreign Subsidiary located in the European Union pursuant to a factoring arrangement entered into with a fair market value any customer of $75,000 or less (up to such Subsidiary on customary terms and conditions, in an aggregate amount not to exceed $750,000 in any year); 30,000,000 over the term of this Agreement, (bvi) Dispositions permitted by Section 7.2.10; (c) Dispositions made pursuant to non-exclusive licensing arrangements entered into comprising discounts of accounts receivable by the U.S. Borrower or any of its Restricted Subsidiaries with respect to any of its intellectual property in the ordinary course of its business; collection, (ivii) Dispositions comprising any sale of accounts receivable and related assets (including contract rights) of the type specified in the definition of “Permitted Receivables Purchase Facility” to or by a Receivables Subsidiary in connection with a Permitted Receivables Purchase Facility, (viii) (x) for not less than the fair market value of the assets to be Disposed, (ii) and the consideration received by the U.S. Borrower or applicable Subsidiary for which consists of at least 75no less than 80% in cash, (iiiy) the net book value of Net Disposition Proceeds received from such assetsDisposition, together with the net book value Net Disposition Proceeds of all other assets Disposed of pursuant to this clause (d)since the Closing Date, does not exceed (individually or in the aggregate) $3,000,000 in any Fiscal Year or $15,000,000 50,000,000 over the term of this Agreement and (ivz) immediately prior to and after giving effect to the Net Disposition Proceeds from such Disposition no Default shall have occurred are applied pursuant to Sections 3.1.1 and be continuing; 3.1.2, (eix) Dispositions in respect of the sale licenses, sublicenses, leases or exchange of specific items of equipment, so long as the purpose of each such sale or exchange is subleases granted to acquire (and results within 120 days of such sale or exchange in the acquisition of) replacement items of equipment which are the functional equivalent of the item of equipment so sold or exchanged; (f) Dispositions in respect of the sale or discount of receivables third Persons in the ordinary course of business and not as part interfering in any material respect with the business of any financing transaction; (g) Dispositions in respect Obligors, and which constitute an exchange of leases or subleases granted to other Persons equipment in the ordinary course of business; (h) business for equipment and cash or cash equivalents of roughly equal fair market value and used or useful in the Disposition of (i) the vinyl window manufacturing operations located at the Lambeth, Ontario facility business of the Canadian Borrower, (ii) the vinyl manufacturing operations located at the Freeport, Texas facility of the U.S. Borrower and (iii) the business operations and assets related to the fence, deck and rail operations of the U.S. Borrower located primarily at the West Salem, Ohio facility; provided that, in each caseParent, the consideration received by the U.S. Borrower or such Restricted Subsidiary, and Gentek U.S., as the case may be (x) shall not be less than of production equipment that is the fair market value subject of the equipment, assets or operations to be Disposed of sale and (y) shall consist of at least 75% cash; (i) without duplication, Dispositions in respect of sales or leasebacks permitted under Section 7.2.15; and (j) (i) Dispositions by the U.S. Borrower to a U.S. Subsidiary Guarantor, (ii) Dispositions by a U.S. Subsidiary Guarantor lease back arrangement relating to the U.S. Borrower or another U.S. Subsidiary Guarantor, (iii) Dispositions by the Canadian Borrower to a Canadian Subsidiary Guarantor, (iv) Dispositions by a Canadian Subsidiary Guarantor to the Canadian Borrower or another Canadian Subsidiary Guarantor, (v) Dispositions by a Foreign Subsidiary (other than the Canadian Borrower or any of its Subsidiaries) to another Foreign Subsidiary (other than the Canadian Borrower or any of its Subsidiaries), (vi) Dispositions to the U.S. Borrower or any Subsidiary of the U.S. Borrower by a Subsidiary of the U.S. Borrower in the ordinary course of its business and (vii) other Dispositions by the U.S. Borrower or any Subsidiary of the U.S. Borrower so long as each such Disposition is consummated for not less than fair market value of the assets to be Disposed of and is otherwise in compliance with the terms of Section 7.2.13Nissan QW Lease.

Permitted Dispositions. Holdings and the Borrowers The Borrower will not, and will not permit any of their respective its Subsidiaries to, Dispose of any of such the Borrower's ’s or such Subsidiaries' ’ assets (including accounts receivable, receivable and Capital Stock Securities of Subsidiaries or any proceeds thereofSubsidiaries) to any Person, Person in one transaction or series of transactions, except for the followingtransactions unless such Disposition is: (a) Dispositions of (i) inventory or obsolete, no longer used or useful, damaged, worn out or surplus property Disposed of in the ordinary course of its businessbusiness (including, (ii) assets the abandonment of intellectual property which are is obsolete, worn out or otherwise no longer used or useful or that in the business of the U.S. Borrower and its Subsidiaries in the Borrower’s good faith judgment is no longer material in the conduct of management or (iii) other assets with the Borrower and is Subsidiaries’ business taken as a fair market value of $75,000 or less (up to an aggregate amount not to exceed $750,000 in any year);whole): (b) Dispositions permitted by Section 7.2.10; (c) Dispositions made accounts receivable or any related asset Disposed of pursuant to non-exclusive licensing arrangements entered into by the U.S. Borrower or any of its Subsidiaries with respect to any of its intellectual property in the ordinary course of its businessa Permitted Securitization; (d) of property to the extent that (i) Dispositions such property is exchanged for not less than credit against the fair market value purchase price of the assets to be Disposed, similar replacement property or (ii) the consideration received by the U.S. Borrower or applicable Subsidiary consists of at least 75% cash, (iii) the net book value proceeds of such assets, together with Disposition are promptly applied to the net book value purchase price of all other assets Disposed of pursuant to this clause (d), does not exceed $3,000,000 in any Fiscal Year or $15,000,000 over the term of this Agreement and (iv) immediately prior to and after giving effect to such Disposition no Default shall have occurred and be continuingreplacement property; (e) Dispositions in respect of property by the sale Borrower or exchange of specific items of equipment, so long as any Subsidiary; provided that if the purpose of each such sale or exchange is to acquire (and results within 120 days transferor of such sale property is an Obligor (i) the transferee must be an Obligor or exchange in (ii) to the acquisition of) replacement items of equipment which are the functional equivalent of the item of equipment so sold or exchangedextent such transaction constitutes an Investment such transaction is permitted under Section 7.2.5; (f) Dispositions in respect of the sale cash or discount of receivables in the ordinary course of business and not as part of any financing transactionCash Equivalent Investments; (g) Dispositions of accounts receivable in respect of leases connection with compromise, write down or subleases granted to other Persons collection thereof in the ordinary course of business; (h) constituting leases, subleases, licenses or sublicenses of property (including intellectual property) in the Disposition ordinary course of business and which do not materially interfere with the business of the Borrower and its Subsidiaries; (i) constituting a transfer of property subject to a Casualty Event (i) upon receipt of Net Casualty Proceeds of such Casualty Event or (ii) to a Governmental Authority as a result of condemnation; (j) sales of a non-core assets acquired in connection with a Permitted Acquisition which are not used or useful or are duplicative in the vinyl window manufacturing operations located at the Lambeth, Ontario facility business of the Canadian BorrowerBorrower or its Subsidiaries; (k) a grant of options to purchase, lease or acquire real or personal property in the ordinary course of business, so long as the Disposition resulting from the exercise of such option would otherwise be permitted under this Section 7.2.11; (l) Dispositions of Investments in Foreign Supply Chain Entities (or a Foreign Supply Chain Entity that has been redesignated as a Foreign Subsidiary), to the extent required by, or made pursuant to buy/sell arrangements between the Foreign Supply Chain Entity parties forth in, the contracts applicable to such Foreign Supply Chain Entity (or a Foreign Supply Chain Entity that has been redesignated as a Foreign Subsidiary); (m) Dispositions of the property described on Item 7.2.11(m) of the Disclosure Schedule; or (n) a Disposition of assets not otherwise permitted pursuant to preceding clauses (a)-(m) and (i) is for fair market value and the consideration received consists of no less than 75% in cash and Cash Equivalent Investments, (ii) the vinyl manufacturing operations located at Net Disposition Proceeds received from such Disposition, together with the FreeportNet Disposition Proceeds of all other assets Disposed of pursuant to this clause since the Closing Date, Texas facility of does not exceed (individually or in the U.S. Borrower aggregate) $100,000,000 and (iii) the business operations and assets related to the fence, deck and rail operations of the U.S. Borrower located primarily at the West Salem, Ohio facility; provided that, in each case, the consideration received by the U.S. Borrower and Gentek U.S., as the case may be (x) shall not be less than the fair market value of the equipment, assets or operations to be Disposed of and (y) shall consist of at least 75% cash; (i) without duplication, Dispositions in respect of sales or leasebacks permitted under Section 7.2.15; and (j) (i) Dispositions by the U.S. Borrower to a U.S. Subsidiary Guarantor, (ii) Dispositions by a U.S. Subsidiary Guarantor to the U.S. Borrower or another U.S. Subsidiary Guarantor, (iii) Dispositions by the Canadian Borrower to a Canadian Subsidiary Guarantor, (iv) Dispositions by a Canadian Subsidiary Guarantor to the Canadian Borrower or another Canadian Subsidiary Guarantor, (v) Dispositions by a Foreign Subsidiary (other than the Canadian Borrower or any of its Subsidiaries) to another Foreign Subsidiary (other than the Canadian Borrower or any of its Subsidiaries), (vi) Dispositions to the U.S. Borrower or any Subsidiary of the U.S. Borrower by a Subsidiary of the U.S. Borrower in the ordinary course of its business and (vii) other Dispositions by the U.S. Borrower or any Subsidiary of the U.S. Borrower so long as each Net Disposition Proceeds from such Disposition is consummated for not less than fair market value of the assets are applied pursuant to be Disposed of Sections 3.1.1 and is otherwise in compliance with the terms of Section 7.2.133.1.2.

Permitted Dispositions. Holdings and the Borrowers The Company will not, and will not permit any of their respective its Subsidiaries to, Dispose of any of such Borrower's the Company’s or such Subsidiaries' ’ assets (including accounts receivable, receivable and Capital Stock Securities of Subsidiaries or any proceeds thereofSubsidiaries) to any Person, Person in one transaction or series of transactions, except for the followingtransactions unless such Disposition is: (a) Dispositions of (i) inventory or obsolete, damaged, worn out or surplus property Disposed of in the ordinary course of its business, (ii) business or assets which are obsolete, worn out or otherwise no longer useful in necessary or required for the business of the U.S. Borrower and its Subsidiaries in the good faith judgment of management or (iii) other assets with a fair market value of $75,000 or less (up to an aggregate amount not to exceed $750,000 in any year)such Person; (b) Dispositions permitted by Section 7.2.107.2.7; (c) Dispositions made pursuant to non-exclusive licensing arrangements entered into by the U.S. Borrower or any of its Subsidiaries with respect to any of its intellectual property in the ordinary course of its business; (i) Dispositions for fair market value and (A) if the amount of non-cash consideration received is equal to or less than $15,000,000, consideration consisting of not less than 60% in cash, or (B) if the fair market value amount of the assets to be Disposednon-cash consideration received exceeds $15,000,00, consideration consisting of not less than 75% in cash, (ii) the consideration received by the U.S. Borrower or applicable Subsidiary consists of at least 75% cashNet Disposition Proceeds from such Disposition are applied pursuant to Sections 3.1.1 and 3.1.2, and (iii) the net book value of Net Disposition Proceeds received from such assetsDisposition, together with the net book value Net Disposition Proceeds of all other assets Disposed of pursuant to this clause (d), does not exceed $3,000,000 in any Fiscal Year or $15,000,000 over the term of this Agreement Agreement, does not exceed (individually or in the aggregate) $200,000,000; (d) a Disposition of assets by (i) the Company to an Obligor that guarantees all of the Obligations, (ii) an Obligor that guarantees all of the Obligations to the Company or another Obligor that guarantees all of the Obligations, and (iviii) immediately prior a Designated Borrower to and after giving effect an Obligor that guarantees all of the Obligations of such Designated Borrower or by such Obligor to such Disposition no Default shall have occurred and be continuingDesignated Borrower; (e) Dispositions in respect made by the Company or any of its Subsidiaries to any Person who is not a Subsidiary of the sale Company or exchange of specific items of equipment, so long as is an SPV pursuant to the purpose of each such sale or exchange is to acquire (and results within 120 days of such sale or exchange in the acquisition of) replacement items of equipment which are the functional equivalent of the item of equipment so sold or exchangedPermitted Receivables Program; (f) Dispositions a Disposition of assets made by the Company or any of its Subsidiaries in respect exchange for other assets used or useful to the business of the sale Company or discount any of receivables in the ordinary course of business and not as part of any financing transactionits Subsidiaries; (g) Dispositions in respect a Disposition of leases or subleases granted to other Persons in the ordinary course of businessany Specified Asset; (h) Dispositions in connection with the Disposition of (i) the vinyl window manufacturing operations located at the Lambeth, Ontario facility consummation of the Canadian Borrower, (ii) the vinyl manufacturing operations located at the Freeport, Texas facility of the U.S. Borrower and (iii) the business operations and assets related to the fence, deck and rail operations of the U.S. Borrower located primarily at the West Salem, Ohio facilityPotential Corporate Restructuring; provided that, in each case, the consideration received by the U.S. Borrower and Gentek U.S., as the case may be (x) shall not be less than the fair market value of the equipment, assets or operations to be Disposed of and (y) shall consist of at least 75% cash;and (i) without duplication, Dispositions in respect of sales or leasebacks permitted under Section 7.2.15; and (j) (i) Dispositions any other Disposition made by the U.S. Borrower to a U.S. Subsidiary Guarantor, (ii) Dispositions by a U.S. Subsidiary Guarantor to the U.S. Borrower or another U.S. Subsidiary Guarantor, (iii) Dispositions by the Canadian Borrower to a Canadian Subsidiary Guarantor, (iv) Dispositions by a Canadian Subsidiary Guarantor to the Canadian Borrower or another Canadian Subsidiary Guarantor, (v) Dispositions by a Foreign Subsidiary (other than the Canadian Borrower Company or any of its Subsidiaries) to another Foreign Subsidiary Subsidiaries that does not exceed (other than the Canadian Borrower individually or any of its Subsidiaries), (vi) Dispositions to the U.S. Borrower or any Subsidiary of the U.S. Borrower by a Subsidiary of the U.S. Borrower in the ordinary course of its business and (viiaggregate) other Dispositions by the U.S. Borrower or $10,000,000 in any Subsidiary of the U.S. Borrower so long as each such Disposition is consummated for not less than fair market value of the assets to be Disposed of and is otherwise in compliance with the terms of Section 7.2.13Fiscal Year.

Permitted Dispositions. Holdings and the Borrowers will Borrower shall not, and will shall not permit any of their respective Subsidiaries to, Dispose of any of such Borrower's or such Subsidiaries' assets (including accounts receivable, receivable and Capital Stock of Subsidiaries or any proceeds thereof) to any Person), in one transaction or series of transactions, except for the following: (a) Dispositions of (i) inventory Disposed of in the ordinary course of its business, (ii) assets which are obsolete, worn out or otherwise no longer useful in the business of the U.S. Borrower and its Subsidiaries in the good faith judgment of management or (iii) other assets with a fair market value of $75,000 or less (up to an aggregate amount not to exceed $750,000 500,000 in any year); (b) Dispositions permitted by Section 7.2.10subsections 6.4, 6.6, 6.7 and 6.11; (c) Dispositions made pursuant to non-exclusive licensing arrangements entered into by the U.S. Borrower or any of its Subsidiaries with respect to any of its intellectual property in the ordinary course of its business; (i) Dispositions for not less than the fair market value of the assets to be Disposed, (ii) the consideration received by the U.S. Borrower or applicable Subsidiary consists of at least 7580% cash, (iii) the net book value of such assets, together with the net book value of all other assets Disposed of pursuant to this clause (d), does not exceed $3,000,000 2,000,000 in any Fiscal Year or $15,000,000 10,000,000 over the term of this Agreement and (iv) immediately prior to and after giving effect to such Disposition no Default shall have occurred and be continuing;; or (e) Dispositions in respect of the sale or exchange of specific items of equipment, so long as the purpose of each such sale or exchange is to acquire (and results within 120 days of such sale or exchange in the acquisition of) replacement items of equipment which are the functional equivalent of the item of equipment so sold or exchanged; (f) the AmerCable Disposition; (g) Dispositions in respect of the sale or discount of receivables in the ordinary course of business business, consistent with past practices, and not as part of any financing transaction; (gh) Dispositions in respect of leases or subleases granted to other Persons in the ordinary course of business; (h) the Disposition of (i) the vinyl window manufacturing operations located at the Lambeth, Ontario facility of the Canadian Borrower, (ii) the vinyl manufacturing operations located at the Freeport, Texas facility of the U.S. Borrower and (iii) the business operations and assets related to the fence, deck and rail operations of the U.S. Borrower located primarily at the West Salem, Ohio facility; provided that, in each case, the consideration received by the U.S. Borrower and Gentek U.S., as the case may be (x) shall not be less than the fair market value of the equipment, assets or operations to be Disposed of and (y) shall consist of at least 75% cashconsistent with past practices; (i) Dispositions of Shares so long as such Shares constitute Margin Stock; and (j) without duplication, Dispositions in respect of sales or leasebacks permitted under Section 7.2.15; and (j) (i) Dispositions by the U.S. Borrower to a U.S. Subsidiary Guarantor, (ii) Dispositions by a U.S. Subsidiary Guarantor to the U.S. Borrower or another U.S. Subsidiary Guarantor, (iii) Dispositions by the Canadian Borrower to a Canadian Subsidiary Guarantor, (iv) Dispositions by a Canadian Subsidiary Guarantor to the Canadian Borrower or another Canadian Subsidiary Guarantor, (v) Dispositions by a Foreign Subsidiary (other than the Canadian Borrower or any of its Subsidiaries) to another Foreign Subsidiary (other than the Canadian Borrower or any of its Subsidiaries), (vi) Dispositions to the U.S. Borrower or any Subsidiary of the U.S. Borrower by a Subsidiary of the U.S. Borrower in the ordinary course of its business and (vii) other Dispositions by the U.S. Borrower or any Subsidiary of the U.S. Borrower so long as each such Disposition is consummated for not less than fair market value of the assets to be Disposed of and is otherwise in compliance with the terms of Section 7.2.13subsection 6.16.

Permitted Dispositions. Holdings and the Borrowers will notNo Obligor shall, and will not nor shall any Obligor permit any of their respective its Subsidiaries to, Dispose of any of such Borrower's Obligor’s or such Subsidiaries' ’ assets (including accounts receivable, receivable and Capital Stock Securities of Subsidiaries or any proceeds thereofSubsidiaries) to any Person, Person in one transaction or series of transactions, except for the followingtransactions unless such Disposition is: (a) Dispositions of (i) inventory or obsolete, damaged, worn out or surplus tangible personal property Disposed of in the ordinary course of its business, (ii) assets which are obsoleteor the discounted sale of defaulted or delinquent trade receivables written off or reserved against in the ordinary course of business, worn out or otherwise Property no longer useful in necessary for the business of the U.S. Borrower such Person or Property contemporaneously replaced by Property of at least comparable value and its Subsidiaries in the good faith judgment of management or (iii) other assets with a fair market value of $75,000 or less (up to an aggregate amount not to exceed $750,000 in any year)use; (b) Dispositions permitted by Section 7.2.10the sale of Hydrocarbons in the ordinary course of business; (c) Dispositions Investments made pursuant to non-exclusive licensing arrangements entered into by in accordance with Section 7.2.5 and Restricted Payments made in accordance with Section 7.2.6(a); and (d) the U.S. Borrower Disposition (including Casualty Events) of any Oil and Gas Property or any of its Subsidiaries with respect to interest therein or any of its intellectual property in the ordinary course of its business; Subsidiary owning Oil and Gas Properties (“Disposable Oil and Gas Interests”); provided that (i) Dispositions for not less if such Disposable Oil and Gas Interests have a positive value in the most recently delivered Reserve Report, 100% of the consideration received by the Borrowers or their respective Subsidiaries in respect of such Disposition shall be cash or other Oil and Gas Properties or a combination of cash and other Oil and Gas Properties, (ii) the consideration received in respect of such Disposition shall be equal to or greater than the fair market value of the assets to be Disposed, Disposable Oil and Gas Interests (ii) the consideration received as reasonably determined by the U.S. board of managers of the applicable Borrower or applicable Subsidiary consists and, if requested by the Administrative Agent, such Borrower shall deliver a certificate of at least 75% casha Authorized Officer of such Borrower certifying to that effect), (iii) if such Disposable Oil and Gas Interests have a positive value in the most recently delivered Reserve Report and the sales price (net book value of reasonable costs and expenses associated with such assets, together Disposition and Taxes payable with respect thereto) received in cash by the Borrowers and their respective Subsidiaries with respect to such Disposable Oil and Gas Interests (when added to net book value sales price of all other assets Dispositions of Disposable Oil and Gas Interests since the date the Borrowing Base was last redetermined for which no adjustment in the Borrowing Base has been made pursuant to Section 2.8.7 or this Section 7.2.10(d)) is in excess of $5,000,000, then the Borrowing Base shall be reduced, effective immediately upon such Disposition, by an amount equal to the value assigned such Disposable Oil and Gas Interests in the most recently delivered Reserve Report, (iv) if any such Disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Capital Securities of such Subsidiary, (v) notwithstanding Section 3.1.1(c), (A) if a Borrowing Base Deficiency exists at the time of such Disposition (or results as a result of clause (iii) above), then the net proceeds of such Disposition shall be applied immediately to cure such Borrowing Base Deficiency first by prepaying the Revolving Loans and Swing Line Loans and second by Cash Collateralizing all outstanding Letters of Credit to the extent of such Borrowing Base Deficiency, and (B) the value (determined by reference to the value attributed to such Oil and Gas Properties in the then current Borrowing Base) of the Oil and Gas Properties subject to such Disposition, when aggregated with such value for all other such Dispositions that have been consummated since the date of the last scheduled redetermination of the Borrowing Base, may not exceed the lesser of (x) 5% of the total amount of the then current Borrowing Base and (y) $5,000,000, and (vi) no Default or Event of Default exists or would result from such Disposition. If any Subsidiary owning Oil and Gas Properties is Disposed of pursuant to this clause (d), does not exceed $3,000,000 in any Fiscal Year or $15,000,000 over the term of this Agreement and (iv) immediately prior to and after giving effect to such Disposition no Default shall have occurred and be continuing; (e) Dispositions in respect of the sale or exchange of specific items of equipment, so long as the purpose of each such sale or exchange Subsidiary is to acquire (and results within 120 days of such sale or exchange in the acquisition of) replacement items of equipment which are the functional equivalent of the item of equipment so sold or exchanged; (f) Dispositions in respect of the sale or discount of receivables in the ordinary course of business and not as part of any financing transaction; (g) Dispositions in respect of leases or subleases granted to other Persons in the ordinary course of business; (h) the Disposition of (i) the vinyl window manufacturing operations located at the Lambeth, Ontario facility of the Canadian Borrower, (ii) the vinyl manufacturing operations located at the Freeport, Texas facility of the U.S. Borrower and (iii) the business operations and assets related to the fence, deck and rail operations of the U.S. Borrower located primarily at the West Salem, Ohio facility; provided that, in each case, the consideration received by the U.S. Borrower and Gentek U.S., as the case may be (x) shall not be less than the fair market value of the equipment, assets or operations to be Disposed of and (y) shall consist of at least 75% cash; (i) without duplication, Dispositions in respect of sales or leasebacks permitted under Section 7.2.15; and (j) (i) Dispositions by the U.S. Borrower to a U.S. Subsidiary Guarantor, (ii) Dispositions by a U.S. such Subsidiary Guarantor shall be released from its Guaranty and the Liens upon the Property of such Subsidiary shall be released. Notwithstanding any of the foregoing or any other provision contained herein to the U.S. Borrower or another U.S. Subsidiary Guarantorcontrary, (iii) Dispositions by the Canadian Borrower to a Canadian Subsidiary Guarantor, (iv) Dispositions by a Canadian Subsidiary Guarantor to the Canadian Borrower or another Canadian Subsidiary Guarantor, (v) Dispositions by a Foreign Subsidiary (other than the Canadian Borrower or if any of its Subsidiaries) to another Foreign Subsidiary (other than the Canadian Borrower or any of its Subsidiaries), (vi) Dispositions to the U.S. Borrower or any Subsidiary of the U.S. Borrower by a Subsidiary of the U.S. Borrower in the ordinary course of its business and (vii) other Dispositions by the U.S. Borrower or any Subsidiary of the U.S. Borrower so long as each such Disposition is consummated for not less than fair market effected at any time when a Borrowing Base Deficiency exists, and regardless of whether such Disposition would otherwise be permitted under this Section 7.2.10(d), then the Borrowing Base shall be reduced, effective immediately upon such Disposition, by an amount equal to the value assigned such Disposable Oil and Gas Interests in the then current Borrowing Base. Furthermore, if a Borrowing Base Deficiency exists or results from the reduction in the Borrowing Base as provided in the immediately preceding sentence, then the Net Cash Proceeds of such Disposition shall be applied immediately to cure such Borrowing Base Deficiency first by prepaying the assets Loans and second by Cash Collateralizing all outstanding Letters of Credit to be Disposed the extent of and is otherwise in compliance with the terms of Section 7.2.13such Borrowing Base Deficiency.

Permitted Dispositions. Holdings and None of Holdings, the Borrowers will not, and will not permit Borrower or any of their respective the Subsidiaries to, will Dispose of any of such Borrower's or such Subsidiaries' its assets (including accounts receivable, receivable and Capital Stock Securities of Subsidiaries the Borrower or any proceeds thereofSubsidiaries) to any Person, Person in one transaction or series of related transactions, except for the following: other than: (a) Dispositions of (i) inventory or of obsolete, damaged, worn out or surplus property Disposed of in the ordinary course of its business, (ii) assets which are obsolete, worn out or otherwise no longer useful in the business of the U.S. Borrower and its Subsidiaries in the good faith judgment of management or (iii) other assets with a fair market value of $75,000 or less (up to an aggregate amount not to exceed $750,000 in any year); ; (b) Dispositions pursuant to a transaction permitted by Section 7.2.10; 8.7; (c) other Dispositions made pursuant not to non-exclusive licensing arrangements entered into by the U.S. Borrower or any of its Subsidiaries with respect to any of its intellectual property exceed €5,000,000 in the ordinary course of its business; (i) Dispositions for not less than the fair market value of the assets to be Disposed, (ii) the consideration received by the U.S. Borrower or applicable Subsidiary consists of at least 75% cash, (iii) the net book value of such assets, together with the net book value of all other assets Disposed of pursuant to this clause (d), does not exceed $3,000,000 in any Fiscal Year or $15,000,000 aggregate over the term of this Agreement so long as (x) at least 75% of the consideration received from such Disposition is in the form of cash or Cash Equivalent Investments and (ivy) immediately prior to and after giving effect to such Disposition no Default or Event of Default shall have occurred and be continuing; continuing at the time of, or would result from, such Disposition; provided that no sale or other transfer of any Intellectual Property that is material to the business of any Loan Party shall be permitted pursuant to this clause (c); (d) Dispositions of property to the extent that such property is exchanged for credit against the purchase price of similar replacement property; (e) Dispositions in respect of the sale or exchange property as a result of specific items of equipment, so long as the purpose of each such sale or exchange is to acquire (and results within 120 days of such sale or exchange in the acquisition of) replacement items of equipment which are the functional equivalent of the item of equipment so sold or exchanged; a Casualty Event; (f) Dispositions in respect the leasing or subleasing of the sale or discount of receivables real property in the ordinary course of business and not which do not, in the reasonable judgment of the Borrower, materially interfere with the business of Holdings, the Borrower and the Subsidiaries, taken as part of any financing transaction; a whole; (g) Dispositions in respect of leases or subleases granted to other Persons accounts receivable in the ordinary course of business; business in connection with the settlement of any dispute related thereto or otherwise in connection with customary early payment programs, rebate programs or volume incentive programs conducted by Holdings, the Borrower and the Subsidiaries in the ordinary course of business and consistent with past practice; (h) licensing, co-licensing and cross-licensing arrangements with respect to any Products and/or any Intellectual Property of Holdings, the Disposition of Borrower or the Subsidiaries (i) set forth in Schedule 8.8 (provided that any exclusive licensing arrangement shall be a bona fide, customary license arrangement and shall be approved by the vinyl window manufacturing operations located at the Lambeth, Ontario facility Supervisory Board of the Canadian BorrowerHoldings), (ii) the vinyl manufacturing operations located at the Freeport, Texas facility of the U.S. Borrower and constituting Non-Core Assets or (iii) otherwise entered into in the ordinary course of business on a non-exclusive basis; (i) abandonments, cancellations or lapses of Intellectual Property, or issuances or registrations or applications for issuances or registrations of Intellectual Property, which, in the reasonable good faith determination of the Borrower are no longer economical to maintain in light of its use; (j) terminations or unwinds of any hedging, derivative or swap agreement permitted hereunder; (k) sales, transfers, contributions or other conveyances of any Non-Core Assets; (l) issuances of Capital Securities in the form of directors’ qualifying shares as required by applicable Laws; (m) Dispositions between or among Loan Parties, so long as such Disposition does not adversely affect the Liens in favor of the Secured Parties in the property that is subject to any such Disposition; (n) Dispositions between or among Subsidiaries that are not Loan Parties; and (o) Dispositions from any Loan Party to any Subsidiary that is not a Loan Party in an aggregate amount over the term of this Agreement not to exceed, when combined with any outstanding Indebtedness of any Subsidiary that is not a Guarantor owing to the Borrower or any Guarantor pursuant to Section 8.2(i)(ii) and any outstanding Investments by any Loan Party in or to any Subsidiary that is not a Guarantor pursuant to Section 8.5(h)(i). €3,000,000, provided that no sale or other transfer of any Intellectual Property that is material to the business operations of any Loan Party shall be permitted pursuant to this clause (o); provided further that Holdings, the Borrower and the Subsidiaries may not consummate any Disposition of any assets related necessary to satisfy in all material respects the fenceobligations of Holdings, deck the Borrower and rail operations the Subsidiaries under any Key Contract (other than any Disposition permitted pursuant to clause (m)). To the extent that any Collateral is sold i a transaction that is permitted by this Section 8.8 to any Person that is not a Loan Party, such Collateral shall be sold free and clear of the U.S. Liens in favor of the Secured Parties, which Liens shall be automatically released upon the consummation of such sale, and the Administrative Agent shall take any actions and execute any consent, release or termination documentation reasonably requested by the Borrower located primarily at in order to evidence or effect the West Salemforegoing. To the extent that any Collateral is Disposed of to a Person that is not a Loan Party, Ohio facility; provided thatwhich Disposition consists of a license, co-license, cross-license, sublicense, lease, sublease or other similar arrangement with respect to any Product (including any R&D Product and/or any Non-Core Asset) or any related Intellectual Property or other property, in each case, to the consideration received extent constituting Collateral, the Administrative Agent shall enter into any subordination agreement, non-disturbance agreement or consent documentation reasonably requested by the U.S. Borrower and Gentek U.S., as the case may be (x) shall not be less than the fair market value of the equipment, assets or operations to be Disposed of and (y) shall consist of at least 75% cash; (i) without duplication, Dispositions in respect of sales or leasebacks permitted under Section 7.2.15; and (j) (i) Dispositions by the U.S. Borrower to a U.S. Subsidiary Guarantor, (ii) Dispositions by a U.S. Subsidiary Guarantor form reasonably acceptable to the U.S. Borrower or another U.S. Subsidiary Guarantor, (iii) Dispositions by the Canadian Borrower to a Canadian Subsidiary Guarantor, (iv) Dispositions by a Canadian Subsidiary Guarantor to the Canadian Borrower or another Canadian Subsidiary Guarantor, (v) Dispositions by a Foreign Subsidiary (other than the Canadian Borrower or any of its Subsidiaries) to another Foreign Subsidiary (other than the Canadian Borrower or any of its Subsidiaries), (vi) Dispositions to the U.S. Borrower or any Subsidiary of the U.S. Borrower by a Subsidiary of the U.S. Borrower Required Lenders in the ordinary course of its business and (vii) other Dispositions by the U.S. Borrower or any Subsidiary of the U.S. Borrower so long as each such Disposition is consummated for not less than fair market value of the assets to be Disposed of and is otherwise in compliance connection with the terms of Section 7.2.13consummation of, or in order to consummate, such Disposition.

Permitted Dispositions. Holdings and the Borrowers The Parent Borrower will not, and will not permit any of their respective its Subsidiaries to, Dispose of any of such the Parent Borrower's ’s or such Subsidiaries' ’ assets (including accounts receivable, receivable and Capital Stock Securities of Subsidiaries or any proceeds thereofSubsidiaries) to any Person, Person in one transaction or series of transactions, except for the followingtransactions unless such Disposition is: (a) Dispositions of (i) inventory or obsolete, no longer used or useful, damaged, worn out or surplus property Disposed of in the ordinary course of its businessbusiness (including, (ii) assets the abandonment of intellectual property which are is obsolete, worn out or otherwise no longer used or useful or that in the business of the U.S. Borrower and its Subsidiaries in the Parent Borrower’s good faith judgment is no longer material in the conduct of management or (iii) other assets with the Parent Borrower and is Subsidiaries’ business taken as a fair market value of $75,000 or less (up to an aggregate amount not to exceed $750,000 in any year);whole): (b) Dispositions permitted by Section 7.2.10; (c) Dispositions made accounts receivable or any related asset Disposed of pursuant to non-exclusive licensing arrangements entered into by the U.S. Borrower a Permitted Securitization or any of its Subsidiaries with respect to any of its intellectual property in the ordinary course of its businessa Permitted Factoring Facility; (d) of property to the extent that (i) Dispositions such property is exchanged for not less than credit against the fair market value purchase price of the assets to be Disposed, similar replacement property or (ii) the consideration received by the U.S. Borrower or applicable Subsidiary consists of at least 75% cash, (iii) the net book value proceeds of such assets, together with Disposition are promptly applied to the net book value purchase price of all other assets Disposed of pursuant to this clause (d), does not exceed $3,000,000 in any Fiscal Year or $15,000,000 over the term of this Agreement and (iv) immediately prior to and after giving effect to such Disposition no Default shall have occurred and be continuingreplacement property; (e) Dispositions in respect of property by the sale Parent Borrower or exchange of specific items of equipment, so long as any Subsidiary; provided that if the purpose of each such sale or exchange is to acquire (and results within 120 days transferor of such sale property is an Obligor (i) the transferee must be an Obligor or exchange in (ii) to the acquisition of) replacement items of equipment which are the functional equivalent of the item of equipment so sold or exchangedextent such transaction constitutes an Investment such transaction is permitted under Section 7.2.5; (f) Dispositions in respect of the sale cash or discount of receivables in the ordinary course of business and not as part of any financing transactionCash Equivalent Investments; (g) Dispositions of accounts receivable in respect of leases connection with compromise, write down or subleases granted to other Persons collection thereof in the ordinary course of business; (h) constituting leases, subleases, licenses or sublicenses of property (including intellectual property) in the Disposition ordinary course of business and which do not materially interfere with the business of the Parent Borrower and its Subsidiaries; (i) constituting a transfer of property subject to a Casualty Event (i) upon receipt of Net Casualty Proceeds of such Casualty Event or (ii) to a Governmental Authority as a result of condemnation; (j) sales of a non-core assets acquired in connection with a Permitted Acquisition which are not used or useful or are duplicative in the vinyl window manufacturing operations located business of the Parent Borrower or its Subsidiaries; (k) a grant of options to purchase, lease or acquire real or personal property in the ordinary course of business, so long as the Disposition resulting from the exercise of such option would otherwise be permitted under this Section 7.2.11; (l) Dispositions of Investments in Foreign Subsidiaries, to the extent required by, or made pursuant to buy/sell arrangements between, Foreign Subsidiaries; (m) Dispositions of the property described on Item 7.2.11(m) of the Disclosure Schedule; (n) Dispositions of assets not otherwise permitted pursuant to this Section 7.2.11 so long as (i) each such Disposition is for fair market value and the consideration received consists of no less than 75% in cash and Cash Equivalent Investments; provided, that any Designated Non-Cash Consideration received, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (i) that is at that time outstanding, not in excess of $25,000,000 at the Lambeth, Ontario facility time of the Canadian Borrowerreceipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash, (ii) the vinyl manufacturing operations located at the Freeport, Texas facility ratio of the U.S. Borrower Total Senior Secured Debt on such day to Total Tangible Assets as of such day would not exceed 0.50:1.00 after giving pro forma effect thereto and (iii) the business operations Net Disposition Proceeds from such Disposition are applied pursuant to Sections 3.1.1 and assets related to the fence, deck and rail operations of the U.S. Borrower located primarily at the West Salem, Ohio facility; provided that, in each case, the consideration received by the U.S. Borrower and Gentek U.S., as the case may be (x) shall not be less than the fair market value of the equipment, assets or operations to be Disposed of and (y) shall consist of at least 75% cash; (i) without duplication, Dispositions in respect of sales or leasebacks permitted under Section 7.2.153.1.2; and (jo) other Dispositions in an aggregate principal amount not to exceed the greater of (i) Dispositions by the U.S. Borrower to a U.S. Subsidiary Guarantor, $25,000,000 and (ii) Dispositions by a U.S. Subsidiary Guarantor to the U.S. Borrower or another U.S. Subsidiary Guarantor, (iii) Dispositions by the Canadian Borrower to a Canadian Subsidiary Guarantor, (iv) Dispositions by a Canadian Subsidiary Guarantor to the Canadian Borrower or another Canadian Subsidiary Guarantor, (v) Dispositions by a Foreign Subsidiary (other than the Canadian Borrower or any of its Subsidiaries) to another Foreign Subsidiary (other than the Canadian Borrower or any of its Subsidiaries), (vi) Dispositions to the U.S. Borrower or any Subsidiary of the U.S. Borrower by a Subsidiary of the U.S. Borrower in the ordinary course of its business and (vii) other Dispositions by the U.S. Borrower or any Subsidiary of the U.S. Borrower so long as each such Disposition is consummated for not less than fair market value of the assets to be Disposed of and is otherwise in compliance with the terms of Section 7.2.130.75% Total Tangible Assets.

Permitted Dispositions. Holdings and the Borrowers No Borrower will, nor will not, and will not it permit any of their respective its Subsidiaries to, Dispose of any of such Borrower's or such Subsidiaries' Person’s assets (including accounts receivable, receivable and Capital Stock Securities of Subsidiaries or any proceeds thereofSubsidiaries) to any Person, Person in one transaction or series of transactions, except for the followingtransactions unless such Disposition is: (a) Dispositions of (i) inventory Disposed of in the ordinary course of its businessor obsolete, (ii) assets which are obsoletedamaged, worn out or otherwise no longer useful in the business surplus personal property Disposed of the U.S. Borrower and its Subsidiaries in the good faith judgment of management or (iii) other assets with a fair market value of $75,000 or less (up to an aggregate amount not to exceed $750,000 in any year); (b) Dispositions permitted by Section 7.2.10; (c) Dispositions made pursuant to non-exclusive licensing arrangements entered into by the U.S. Borrower or any of its Subsidiaries with respect to any of its intellectual property in the ordinary course of its business; (b) Purchased Leases or Residual Positions to a Lease Purchaser in the ordinary course of the Parent’s and its Subsidiaries’ business, provided that the consideration received by the applicable Borrower or Subsidiary for such sale consists of no less than 90% in cash and is conducted in an arm’s-length transaction with such Person; (c) permitted by Section 7.2.10; (d) (i) Dispositions for not fair market value and the consideration received consists of no less than 75% in cash, and (ii) the Net Disposition Proceeds received from such Disposition, together with the Net Disposition Proceeds of all other assets Disposed of pursuant to this clause since the Closing Date, does not exceed (individually or in the aggregate) $35,000,000 over the term of this Agreement; (e) of Non-Core Intellectual Property Assets, provided that (i) the Net Disposition Proceeds received from such Disposition are used to repay the Loans in accordance with Section 3.1.1(e) without any ability to reinvest such Net Disposition Proceeds, (ii) the fair market value of the assets subject to be Disposed, (ii) the consideration received by the U.S. Borrower or applicable Subsidiary consists of at least 75% cash, (iii) the net book value of such assetsDisposition, together with the net book fair market value of all other assets Disposed of pursuant to this clause (d)since the Closing Date, does not exceed (individually or in the aggregate) $3,000,000 in any Fiscal Year or $15,000,000 20,000,000 over the term of this Agreement and (iviii) immediately prior to and after giving effect to such Disposition is for fair market value and the consideration received consists of no Default shall have occurred and be continuing; (e) Dispositions less than 50% in respect cash, which may include cash paid over time pursuant to agreements providing for the payment of the sale or exchange of specific items of equipment, so long as the purpose of each such sale or exchange is to acquire (and results within 120 days of such sale or exchange in the acquisition of) replacement items of equipment which are the functional equivalent of the item of equipment so sold or exchanged;royalties; or (f) Dispositions in respect of the sale or discount of receivables in the ordinary course of business and not as part of any financing transaction; (g) Dispositions in respect of leases or subleases granted to other Persons in the ordinary course of business; (h) the Disposition of (i) the vinyl window manufacturing operations located at the LambethSpecified Disposition, Ontario facility of the Canadian Borrower, (ii) the vinyl manufacturing operations located at the Freeport, Texas facility of the U.S. Borrower and (iii) the business operations and assets related to the fence, deck and rail operations of the U.S. Borrower located primarily at the West Salem, Ohio facility; provided that, in each case, the consideration received by the U.S. Borrower and Gentek U.S., as the case may be (x) shall not be less than the fair market value of the equipment, assets or operations to be Disposed of and (y) shall consist of at least 75% cash; (i) without duplication, Dispositions in respect of sales or leasebacks permitted under Section 7.2.15; and (j) (i) Dispositions by the U.S. Borrower to a U.S. Subsidiary Guarantor, (ii) Dispositions by a U.S. Subsidiary Guarantor to the U.S. Borrower or another U.S. Subsidiary Guarantor, (iii) Dispositions by the Canadian Borrower to a Canadian Subsidiary Guarantor, (iv) Dispositions by a Canadian Subsidiary Guarantor to the Canadian Borrower or another Canadian Subsidiary Guarantor, (v) Dispositions by a Foreign Subsidiary (other than the Canadian Borrower or any of its Subsidiaries) to another Foreign Subsidiary (other than the Canadian Borrower or any of its Subsidiaries), (vi) Dispositions to the U.S. Borrower or any Subsidiary of the U.S. Borrower by a Subsidiary of the U.S. Borrower in the ordinary course of its business and (vii) other Dispositions by the U.S. Borrower or any Subsidiary of the U.S. Borrower so long as each that such Disposition is consummated for not less than fair market value of the assets to be Disposed of and is otherwise in compliance with the terms of Section 7.2.13value.

Permitted Dispositions. Holdings and the Borrowers The Borrower will not, and will not permit any of their respective its Subsidiaries to, Dispose of any of such the Borrower's ’s or such Subsidiaries' ’ assets (including accounts receivable, receivable and Capital Stock Securities of Subsidiaries or any proceeds thereofSubsidiaries) to any Person, Person in one transaction or series of transactions, except for the followingtransactions unless such Disposition is: (a) Dispositions of (i) inventory or obsolete, no longer used or useful, damaged, worn out or surplus property Disposed of in the ordinary course of its businessbusiness (including, (ii) assets the abandonment of intellectual property which are is obsolete, worn out or otherwise no longer used or useful or that in the business Borrower’s good faith judgment is no longer material in the conduct of the U.S. Borrower and its Subsidiaries in the good faith judgment of management or (iii) other assets with Subsidiaries’ business taken as a fair market value of $75,000 or less (up to an aggregate amount not to exceed $750,000 in any year);whole): (b) Dispositions permitted by Section 7.2.10; (c) Dispositions made accounts receivable or any related asset Disposed of pursuant to non-exclusive licensing arrangements entered into by the U.S. Borrower or any of its Subsidiaries with respect to any of its intellectual property in the ordinary course of its businessa Permitted Securitization; (d) of property to the extent that (i) Dispositions such property is exchanged for not less than credit against the fair market value purchase price of the assets to be Disposed, similar replacement property or (ii) the consideration received by the U.S. Borrower or applicable Subsidiary consists of at least 75% cash, (iii) the net book value proceeds of such assets, together with Disposition are promptly applied to the net book value purchase price of all other assets Disposed of pursuant to this clause (d), does not exceed $3,000,000 in any Fiscal Year or $15,000,000 over the term of this Agreement and (iv) immediately prior to and after giving effect to such Disposition no Default shall have occurred and be continuingreplacement property; (e) Dispositions in respect of property by the sale Borrower or exchange of specific items of equipment, so long as any Subsidiary provided that if the purpose of each such sale or exchange is to acquire (and results within 120 days transferor of such sale property is the Borrower or exchange in a Subsidiary Guarantor (i) the acquisition oftransferee must either be the Borrower or a Subsidiary Guarantor or (ii) replacement items of equipment which are to the functional equivalent of the item of equipment so sold or exchangedextent such transaction constitutes an Investment such transaction is permitted under Section 7.2.5; (f) Dispositions in respect of the sale cash or discount of receivables in the ordinary course of business and not as part of any financing transactionCash Equivalent Investments; (g) Dispositions of accounts receivable in respect of leases connection with compromise, write down or subleases granted to other Persons collection thereof in the ordinary course of business; (h) constituting leases, subleases, licenses or sublicenses of property (including intellectual property) in the Disposition ordinary course of business and which do not materially interfere with the business of the Borrower and its Subsidiaries; (i) constituting a transfer of property subject to a Casualty Event (i) upon receipt of Net Casualty Proceeds of such Casualty Event or (ii) to a Governmental Authority as a result of condemnation; (j) sales of a non-core assets acquired in connection with a Permitted Acquisition which are not used or useful or are duplicative in the vinyl window manufacturing operations located at the Lambeth, Ontario facility business of the Canadian BorrowerBorrower or its Subsidiaries; (k) a grant of options to purchase, lease or acquire real or personal property in the ordinary course of business, so long as the Disposition resulting from the exercise of such option would otherwise be permitted under this Section 7.2.11; (l) Dispositions of Investments in Foreign Supply Chain Entities (or a Foreign Supply Chain Entity that has been redesignated as a Foreign Subsidiary), to the extent required by, or made pursuant to buy/sell arrangements between the Foreign Supply Chain Entity parties forth in, the contracts applicable to such Foreign Supply Chain Entity (or a Foreign Supply Chain Entity that has been redesignated as a Foreign Subsidiary); (m) Dispositions of the property described on Item 7.2.11(m) of the Disclosure Schedule; or (n) a Disposition of assets not otherwise permitted pursuant to preceding clauses (a)-(m) and (i) is for fair market value and the consideration received consists of no less than 75% in cash and Cash Equivalent Investments, (ii) the vinyl manufacturing operations located at Net Disposition Proceeds received from such Disposition, together with the FreeportNet Disposition Proceeds of all other assets Disposed of pursuant to this clause since the Closing Date, Texas facility of does not exceed (individually or in the U.S. Borrower aggregate) (x) $100,000,000 prior to the Bridge Loan Repayment Date and (y) $120,000,000 on and after the Bridge Loan Repayment Date and (iii) the business operations and assets related to the fence, deck and rail operations of the U.S. Borrower located primarily at the West Salem, Ohio facility; provided that, in each case, the consideration received by the U.S. Borrower and Gentek U.S., as the case may be (x) shall not be less than the fair market value of the equipment, assets or operations to be Disposed of and (y) shall consist of at least 75% cash; (i) without duplication, Dispositions in respect of sales or leasebacks permitted under Section 7.2.15; and (j) (i) Dispositions by the U.S. Borrower to a U.S. Subsidiary Guarantor, (ii) Dispositions by a U.S. Subsidiary Guarantor to the U.S. Borrower or another U.S. Subsidiary Guarantor, (iii) Dispositions by the Canadian Borrower to a Canadian Subsidiary Guarantor, (iv) Dispositions by a Canadian Subsidiary Guarantor to the Canadian Borrower or another Canadian Subsidiary Guarantor, (v) Dispositions by a Foreign Subsidiary (other than the Canadian Borrower or any of its Subsidiaries) to another Foreign Subsidiary (other than the Canadian Borrower or any of its Subsidiaries), (vi) Dispositions to the U.S. Borrower or any Subsidiary of the U.S. Borrower by a Subsidiary of the U.S. Borrower in the ordinary course of its business and (vii) other Dispositions by the U.S. Borrower or any Subsidiary of the U.S. Borrower so long as each Net Disposition Proceeds from such Disposition is consummated for not less than fair market value of the assets are applied pursuant to be Disposed of Sections 3.1.1 and is otherwise in compliance with the terms of Section 7.2.133.1.2.

Permitted Dispositions. Holdings and the Borrowers Borrower will not, and will not permit any of their respective Subsidiaries to, Dispose of any of such the Borrower's or such Subsidiaries' assets (including accounts receivable, Capital Stock of Subsidiaries or any proceeds thereof) to any Person, in one transaction or series of transactions, except for the following: (a) Dispositions of (i) inventory Disposed of in the ordinary course of its business, (ii) assets which are obsolete, worn out or otherwise no longer useful in the business of the U.S. Borrower and its Subsidiaries in the good faith judgment of management or (iii) other assets with a fair market value of $75,000 or less (up to an aggregate amount not to exceed $750,000 500,000 in any year); (b) Dispositions permitted by Section 7.2.10; (c) Dispositions made pursuant to non-exclusive licensing arrangements entered into by the U.S. Borrower or any of its Subsidiaries with respect to any of its intellectual property in the ordinary course of its business; (i) Dispositions for not less than the fair market value of the assets to be Disposed, (ii) the consideration received by the U.S. Borrower or applicable Subsidiary consists of at least 7580% cash, (iii) the net book value of such assets, together with the net book value of all other assets Disposed of pursuant to this clause (d), does not exceed $3,000,000 2,000,000 in any Fiscal Year or $15,000,000 10,000,000 over the term of this Agreement and (iv) immediately prior to and after giving effect to such Disposition no Default shall have occurred and be continuing; (e) Dispositions in respect of the sale or exchange of specific items of equipment, so long as the purpose of each such sale or exchange is to acquire (and results within 120 days of such sale or exchange in the acquisition of) replacement items of equipment which are the functional equivalent of the item of equipment so sold or exchanged; (f) the AmerCable Disposition; (g) Dispositions in respect of the sale or discount of receivables in the ordinary course of business business, consistent with past practices, and not as part of any financing transaction; (gh) Dispositions in respect of leases or subleases granted to other Persons in the ordinary course of business; (h) the Disposition of (i) the vinyl window manufacturing operations located at the Lambeth, Ontario facility of the Canadian Borrower, (ii) the vinyl manufacturing operations located at the Freeport, Texas facility of the U.S. Borrower and (iii) the business operations and assets related to the fence, deck and rail operations of the U.S. Borrower located primarily at the West Salem, Ohio facility; provided that, in each case, the consideration received by the U.S. Borrower and Gentek U.S., as the case may be (x) shall not be less than the fair market value of the equipment, assets or operations to be Disposed of and (y) shall consist of at least 75% cashconsistent with past practices; (i) Dispositions of Shares so long as such Shares constitute Margin Stock; and (j) without duplication, Dispositions in respect of sales or leasebacks permitted under Section 7.2.15; and (j) (i) Dispositions by the U.S. Borrower to a U.S. Subsidiary Guarantor, (ii) Dispositions by a U.S. Subsidiary Guarantor to the U.S. Borrower or another U.S. Subsidiary Guarantor, (iii) Dispositions by the Canadian Borrower to a Canadian Subsidiary Guarantor, (iv) Dispositions by a Canadian Subsidiary Guarantor to the Canadian Borrower or another Canadian Subsidiary Guarantor, (v) Dispositions by a Foreign Subsidiary (other than the Canadian Borrower or any of its Subsidiaries) to another Foreign Subsidiary (other than the Canadian Borrower or any of its Subsidiaries), (vi) Dispositions to the U.S. Borrower or any Subsidiary of the U.S. Borrower by a Subsidiary of the U.S. Borrower in the ordinary course of its business and (vii) other Dispositions by the U.S. Borrower or any Subsidiary of the U.S. Borrower so long as each such Disposition is consummated for not less than fair market value of the assets to be Disposed of and is otherwise in compliance with the terms of Section 7.2.13.

Permitted Dispositions. Holdings and the Borrowers The Parent Borrower will not, and will not permit any of their respective its Subsidiaries to, Dispose of any of such the Parent Borrower's ’s or such Subsidiaries' ’ assets (including accounts receivable, receivable and Capital Stock Securities of Subsidiaries or any proceeds thereofSubsidiaries) to any Person, Person in one transaction or series of transactions, except for the followingtransactions unless such Disposition is: (a) Dispositions of (i) inventory or obsolete, no longer used or useful, damaged, worn out or surplus property Disposed of in the ordinary course of its businessbusiness (including, (ii) assets the abandonment of intellectual property which are is obsolete, worn out or otherwise no longer used or useful or that in the business of the U.S. Borrower and its Subsidiaries in the Parent Borrower’s good faith judgment is no longer material in the conduct of management or (iii) other assets with the Parent Borrower and is Subsidiaries’ business taken as a fair market value of $75,000 or less (up to an aggregate amount not to exceed $750,000 in any year);whole): (b) Dispositions permitted by Section 7.2.10; (c) Dispositions made accounts receivable or any related asset Disposed of pursuant to non-exclusive licensing arrangements entered into by the U.S. Borrower a Permitted Securitization or any of its Subsidiaries with respect to any of its intellectual property in the ordinary course of its businessa Permitted Factoring Facility; (d) of property to the extent that (i) Dispositions such property is exchanged for not less than credit against the fair market value purchase price of the assets to be Disposed, similar replacement property or (ii) the consideration received by the U.S. Borrower or applicable Subsidiary consists of at least 75% cash, (iii) the net book value proceeds of such assets, together with Disposition are promptly applied to the net book value purchase price of all other assets Disposed of pursuant to this clause (d), does not exceed $3,000,000 in any Fiscal Year or $15,000,000 over the term of this Agreement and (iv) immediately prior to and after giving effect to such Disposition no Default shall have occurred and be continuingreplacement property; (e) Dispositions in respect of property by the sale Parent Borrower or exchange of specific items of equipment, so long as any Subsidiary; provided that if the purpose of each such sale or exchange is to acquire (and results within 120 days transferor of such sale property is an Obligor (i) the transferee must be an Obligor or exchange in (ii) to the acquisition of) replacement items of equipment which are the functional equivalent of the item of equipment so sold or exchangedextent such transaction constitutes an Investment such transaction is permitted under Section 7.2.5; (f) Dispositions in respect of the sale cash or discount of receivables in the ordinary course of business and not as part of any financing transactionCash Equivalent Investments; (g) Dispositions of accounts receivable in respect of leases connection with compromise, write down or subleases granted to other Persons collection thereof in the ordinary course of business; (h) constituting leases, subleases, licenses or sublicenses of property (including intellectual property) in the Disposition ordinary course of business and which do not materially interfere with the business of the Parent Borrower and its Subsidiaries; (i) constituting a transfer of property subject to a Casualty Event (i) upon receipt of Net Casualty Proceeds of such Casualty Event or (ii) to a Governmental Authority as a result of condemnation; (j) sales of a non-core assets acquired in connection with a Permitted Acquisition which are not used or useful or are duplicative in the vinyl window manufacturing operations located at the Lambeth, Ontario facility business of the Canadian BorrowerParent Borrower or its Subsidiaries; (k) a grant of options to purchase, lease or acquire real or personal property in the ordinary course of business, so long as the Disposition resulting from the exercise of such option would otherwise be permitted under this Section 7.2.11; (l) Dispositions of Investments in Foreign Subsidiaries, to the extent required by, or made pursuant to buy/sell arrangements between, Foreign Subsidiaries; (m) Dispositions of the property described on Item 7.2.11(m) of the Disclosure Schedule; (n) Dispositions of assets not otherwise permitted pursuant to preceding clauses (a) – (m) of this Section 7.2.11 so long as (i) each such Disposition is for fair market value and the consideration received consists of no less than 75% in cash and Cash Equivalent Investments, (ii) the vinyl manufacturing operations located at the Freeport, Texas facility ratio of the U.S. Borrower Total Senior Secured Debt on such day to Total Tangible Assets as of such day would not exceed 0.50:1.00 after giving pro forma effect thereto and (iii) the business operations Net Disposition Proceeds from such Disposition are applied pursuant to Sections 3.1.1 and assets related to the fence, deck and rail operations of the U.S. Borrower located primarily at the West Salem, Ohio facility; provided that, in each case, the consideration received by the U.S. Borrower and Gentek U.S., as the case may be (x) shall not be less than the fair market value of the equipment, assets or operations to be Disposed of and (y) shall consist of at least 75% cash3.1.2; (io) without duplication, Dispositions in respect of sales or leasebacks permitted under Section 7.2.15; and (j) (i) Dispositions by the U.S. Borrower to a U.S. Subsidiary Guarantor, (ii) Dispositions by a U.S. Subsidiary Guarantor to the U.S. Borrower or another U.S. Subsidiary Guarantor, (iii) Dispositions by the Canadian Borrower to a Canadian Subsidiary Guarantor, (iv) Dispositions by a Canadian Subsidiary Guarantor to the Canadian Borrower or another Canadian Subsidiary Guarantor, (v) Dispositions by a Foreign Subsidiary (other than the Canadian Borrower or any of its Subsidiaries) to another Foreign Subsidiary (other than the Canadian Borrower or any of its Subsidiaries), (vi) Dispositions to the U.S. Borrower or any Subsidiary of the U.S. Borrower by a Subsidiary of the U.S. Borrower in the ordinary course of its business and (vii) other Dispositions by the U.S. Borrower or any Subsidiary of the U.S. Borrower so long as each such Disposition is consummated for not less than fair market value of the assets to be Disposed of and is otherwise in compliance connection with the terms of Section 7.2.13Restructuring Transactions.

Permitted Dispositions. Holdings and None of Holdings, the Borrowers will not, and will not permit Borrower or any of their respective the Subsidiaries to, will Dispose of any of such Borrower's or such Subsidiaries' its assets (including accounts receivablereceivable of Holdings, Capital Stock of Subsidiaries the Borrower or any proceeds thereofSubsidiaries) to any Person, Person in one transaction or series of transactions, except for the followingas follows: (a) Dispositions of (i) inventory Disposed of in the ordinary course of its businessor obsolete, (ii) assets which are obsoletedamaged, worn out or otherwise no longer useful in the business of the U.S. Borrower and its Subsidiaries in the good faith judgment of management or (iii) other assets with a fair market value of $75,000 or less (up to an aggregate amount not to exceed $750,000 in any year); (b) Dispositions permitted by Section 7.2.10; (c) Dispositions made pursuant to non-exclusive licensing arrangements entered into by the U.S. Borrower or any of its Subsidiaries with respect to any of its intellectual surplus property in the ordinary course of its business; (ib) Dispositions for not less than the fair market value transfers of the assets to be Disposed, (ii) the consideration received by the U.S. Borrower or applicable Subsidiary consists of at least 75% cash, (iii) the net book value of such assets, together with the net book value of all other assets Disposed of pursuant to this clause (d), does not exceed $3,000,000 in any Fiscal Year or $15,000,000 over the term of this Agreement cash and (iv) immediately prior to and after giving effect to such Disposition no Default shall have occurred and be continuing; (e) Dispositions in respect of the sale or exchange of specific items of equipment, so long as the purpose of each such sale or exchange is to acquire (and results within 120 days of such sale or exchange in the acquisition of) replacement items of equipment which are the functional equivalent of the item of equipment so sold or exchanged; (f) Dispositions in respect of the sale or discount of receivables Cash Equivalent Investments in the ordinary course of business and not as part of any financing transactionfor equivalent value; (gc) Dispositions non-exclusive (other than with respect to territories or regions outside of the United States or in connection with licenses granted with respect to specific states or regions in the United States solely in connection with customary manufacturing arrangements) licenses and non-exclusive (other than with respect to territories or regions outside of leases the United States or subleases in connection with licenses granted with respect to other Persons specific states or regions in the United States solely in connection with customary manufacturing arrangements) sublicenses of Intellectual Property, in each case entered into in the ordinary course of business; (hd) leases and subleases of real property and other property (other than Intellectual Property) and licenses or sublicenses of personal property (other than Intellectual Property) to third parties in the Disposition ordinary course of (i) the vinyl window manufacturing operations located at the Lambeth, Ontario facility of the Canadian Borrower, (ii) the vinyl manufacturing operations located at the Freeport, Texas facility of the U.S. Borrower and (iii) the business operations and assets related to the fence, deck and rail operations of the U.S. Borrower located primarily at the West Salem, Ohio facility; provided thatbusiness, in each case, not interfering with the material business of the Borrower or Guarantors; (e) the lapse, abandonment, cancellation or other Disposition of Intellectual Property that is, in the good faith judgment of the Borrower or a Guarantor, no longer economically practicable or commercially desirable to maintain or useful in the conduct of the business of the Borrower or such Guarantor; (f) the sale, forgiveness or discounting, in each case without recourse and in the ordinary course of business, of accounts receivable in connection with resolving any dispute relating thereto or in connection with the bankruptcy or reorganization of suppliers or customers; (g) the sale, transfer, disposition or other Disposition of the Capital Securities of any Foreign Subsidiary to qualified directors where required by applicable Laws; (h) Dispositions to landlords of improvements made to leased real property pursuant to customary terms of leases entered into in the ordinary course of business; (i) Dispositions of equipment in the ordinary course of business to the extent that (x) such equipment is exchanged for credit against the purchase price of similar replacement equipment or (y) the proceeds of such Disposition are promptly applied to the purchase price of such replacement equipment; (j) the unwinding of any Hedging Agreement or similar arrangement; (k) the exercise by the Borrower, Holdings or any Subsidiary of termination rights under any lease, sublease, license, sublicense, concession or other agreements; (l) any other Disposition in an aggregate amount not to exceed $1,000,000; provided that (i) at least 75% of the consideration received by in such Disposition is in the U.S. Borrower form of cash or Cash Equivalent Investments (it being understood and Gentek U.S.agreed that any contingent or deferred consideration payable in cash or Cash Equivalent Investments shall be excluded from the calculation of whether 75% of the consideration is in the form of cash or Cash Equivalent Investments), as and (ii) the case may be (x) shall not be less than consideration received is at least equal to the fair market value of the equipment, assets or operations to be property Disposed of and (y) shall consist of at least 75% cash;of (im) without duplication, Dispositions in respect any licenses or sublicenses constituting part of sales or leasebacks permitted under Section 7.2.15the LatAm Transaction; and (j) (in) Dispositions by the U.S. Borrower to of property as a U.S. Subsidiary Guarantor, (ii) Dispositions by result of a U.S. Subsidiary Guarantor to the U.S. Borrower or another U.S. Subsidiary Guarantor, (iii) Dispositions by the Canadian Borrower to a Canadian Subsidiary Guarantor, (iv) Dispositions by a Canadian Subsidiary Guarantor to the Canadian Borrower or another Canadian Subsidiary Guarantor, (v) Dispositions by a Foreign Subsidiary (other than the Canadian Borrower or any of its Subsidiaries) to another Foreign Subsidiary (other than the Canadian Borrower or any of its Subsidiaries), (vi) Dispositions to the U.S. Borrower or any Subsidiary of the U.S. Borrower by a Subsidiary of the U.S. Borrower in the ordinary course of its business and (vii) other Dispositions by the U.S. Borrower or any Subsidiary of the U.S. Borrower so long as each such Disposition is consummated for not less than fair market value of the assets to be Disposed of and is otherwise in compliance with the terms of Section 7.2.13Casualty Event.

Permitted Dispositions. Holdings and the Borrowers will not, and will not permit any of their respective Subsidiaries to, Dispose of any of such Borrower's or such Subsidiaries' assets (including accounts receivable, Capital Stock of Subsidiaries or any proceeds thereof) to any Person, in one transaction or series of transactions, except for the following: (a) Dispositions of (i) inventory Disposed of in the ordinary course of its business, (ii) assets which are obsolete, worn out or otherwise no longer useful in the business of the U.S. Borrower and its Subsidiaries in the good faith judgment of management or (iii) other assets with a fair market value of $75,000 or less (up to an aggregate amount not to exceed $750,000 in any year); (b) Dispositions permitted by Section 7.2.10; (c) Dispositions made pursuant to non-exclusive licensing arrangements entered into by the U.S. Borrower or any of its Subsidiaries with respect to any of its intellectual property in the ordinary course of its business; (i) Dispositions for not less than the fair market value of the assets to be Disposed, (ii) the consideration received by the U.S. Borrower or applicable Subsidiary consists of at least 75% cash, (iii) the net book value of such assets, together with the net book value of all other assets Disposed of pursuant to this clause (d), does not exceed $3,000,000 in any Fiscal Year or $15,000,000 over the term of this Agreement and (iv) immediately prior to and after giving effect to such Disposition no Default shall have occurred and be continuing; (e) Dispositions in respect of the sale or exchange of specific items of equipment, so long as the purpose of each such sale or exchange is to acquire (and results within 120 days of such sale or exchange in the acquisition of) replacement items of equipment which are the functional equivalent of the item of equipment so sold or exchanged; (f) [INTENTIONALLY OMITTED]; (g) Dispositions in respect of the sale or discount of receivables in the ordinary course of business and not as part of any financing transaction; (gh) Dispositions in respect of leases or subleases granted to other Persons in the ordinary course of business; (hi) the Disposition of (i) the vinyl window manufacturing operations located at the Lambeth, Ontario facility of the Canadian Borrower, (ii) the vinyl manufacturing operations located at the Freeport, Texas facility of the U.S. Borrower and Borrower, (iiiii) the business operations and assets related to the fence, deck deck, rail and rail garage door operations of the U.S. Borrower located primarily at the West Salem, Ohio facility and (iii) the vinyl window manufacturing operations and related assets of Gentek U.S. located at the Richmond, Virginia facility; provided that, in each case, the consideration received by the U.S. Borrower and Gentek U.S., as the case may be (x) shall not be less than the fair market value of the equipment, assets or operations to be Disposed of and (y) shall consist of at least 75% cash; (ij) without duplication, Dispositions in respect of sales or leasebacks permitted under Section 7.2.15; and (jk) (i) Dispositions by the U.S. Borrower to a U.S. Subsidiary Guarantor, (ii) Dispositions by a U.S. Subsidiary Guarantor to the U.S. Borrower or another U.S. Subsidiary Guarantor, (iii) Dispositions by the Canadian Borrower to a Canadian Subsidiary Guarantor, (iv) Dispositions by a Canadian Subsidiary Guarantor to the Canadian Borrower or another Canadian Subsidiary Guarantor, (v) Dispositions by a Foreign Subsidiary (other than the Canadian Borrower Subsidiary or any of its Subsidiaries) to another Foreign Subsidiary (other than the Canadian Borrower or any of its Subsidiaries), (vi) Dispositions to the U.S. Borrower or any Subsidiary of the U.S. Borrower by a Subsidiary of the U.S. Borrower in the ordinary course of its business and (vii) other Dispositions by to the U.S. Borrower or any Subsidiary of the U.S. Borrower so long as each such Disposition is consummated for not less than fair market value of the assets to be Disposed of and is otherwise in compliance with the terms of Section 7.2.13.

Permitted Dispositions. Holdings and None of Holdings, the Borrowers will not, and will not permit Borrower or any of their respective the Subsidiaries to, will Dispose of any of such Borrower's or such Subsidiaries' its assets (including accounts receivable, receivable and Capital Stock Securities of Subsidiaries the Borrower or any proceeds thereofSubsidiaries) to any Person, Person in one transaction or series of related transactions, except for the following: other than: (a) Dispositions of (i) inventory or of obsolete, damaged, worn out or surplus property Disposed of in the ordinary course of its business; (b) Dispositions pursuant to a transaction permitted by Section 8.7; (c) other Dispositions not to exceed €5,000,000 in the aggregate over the term of this Agreement so long as (x) at least 75% of the consideration received from such Disposition is in the form of cash or Cash Equivalent Investments and (y) no Default or Event of Default shall have occurred and be continuing at the time of, or would result from, such Disposition; provided that no sale or other transfer of any Intellectual Property that is material to the business of any Loan Party shall be permitted pursuant to this clause (c); (d) Dispositions of property to the extent that such property is exchanged for credit against the purchase price of similar replacement property; (e) Dispositions of property as a result of a Casualty Event; (f) the leasing or subleasing of real property in the ordinary course of business and which do not, in the reasonable judgment of the Borrower, materially interfere with the business of Holdings, the Borrower and the Subsidiaries, taken as a whole; (g) Dispositions of accounts receivable in the ordinary course of business in connection with the settlement of any dispute related thereto or otherwise in connection with customary early payment programs, rebate programs or volume incentive programs conducted by Holdings, the Borrower and the Subsidiaries in the ordinary course of business and consistent with past practice; (h) licensing, co-licensing and cross-licensing arrangements with respect to any Products and/or any Intellectual Property of Holdings, the Borrower or the Subsidiaries (i) set forth in Schedule 8.8 (provided that any exclusive licensing arrangement shall be a bona fide, customary license arrangement and shall be approved by the Supervisory Board of Holdings), (ii) assets which are obsolete, worn out or otherwise no longer useful in the business of the U.S. Borrower and its Subsidiaries in the good faith judgment of management constituting Non-Core Assets or (iii) other assets with otherwise entered into in the ordinary course of business on a fair market value of $75,000 or less (up to an aggregate amount not to exceed $750,000 in any year); (b) Dispositions permitted by Section 7.2.10; (c) Dispositions made pursuant to non-exclusive licensing arrangements entered into basis; (i) abandonments, cancellations or lapses of Intellectual Property, or issuances or registrations or applications for issuances or registrations of Intellectual Property, which, in the reasonable good faith determination of the Borrower are no longer economical to maintain in light of its use; (j) terminations or unwinds of any hedging, derivative or swap agreement permitted hereunder; (k) sales, transfers, contributions or other conveyances of any Non-Core Assets; (l) issuances of Capital Securities in the form of directors’ qualifying shares as required by applicable Laws; (m) Dispositions between or among Loan Parties, so long as such Disposition does not adversely affect the U.S. Borrower Liens in favor of the Secured Parties in the property that is subject to any such Disposition; (n) Dispositions between or among Subsidiaries that are not Loan Parties; (o) a sale or other Disposition of any priority review voucher received by Holdings or any of its Subsidiaries with respect to any of its intellectual property in the ordinary course of its business; Chikungunya Disease vaccine; and (ip) Dispositions for from any Loan Party to any Subsidiary that is not less than the fair market value of the assets to be Disposed, (ii) the consideration received by the U.S. Borrower or applicable Subsidiary consists of at least 75% cash, (iii) the net book value of such assets, together with the net book value of all other assets Disposed of pursuant to this clause (d), does not exceed $3,000,000 a Loan Party in any Fiscal Year or $15,000,000 an aggregate amount over the term of this Agreement not to exceed, when combined with any outstanding Indebtedness of any Subsidiary that is not a Guarantor owing to the Borrower or any Guarantor pursuant to Section 8.2(i)(ii) and any outstanding Investments by any Loan Party in or to any Subsidiary that is not a Guarantor pursuant to Section 8.5(h)(i), €5,000,000, provided that no sale or other transfer of any Intellectual Property that is material to the business of any Loan Party shall be permitted pursuant to this clause (iv) immediately prior q); provided further that Holdings, the Borrower and the Subsidiaries may not consummate any Disposition of any assets necessary to satisfy in all material respects the obligations of Holdings, the Borrower and after giving effect the Subsidiaries under any Key Contract (other than any Disposition permitted pursuant to clause (m)). To the extent that any Collateral is sold in a transaction that is permitted by this Section 8.8 to any Person that is not a Loan Party, such Disposition no Default Collateral shall have occurred be sold free and be continuing; (e) Dispositions in respect clear of the sale or exchange Liens in favor of specific items of equipmentthe Secured Parties, so long as which Liens shall be automatically released upon the purpose of each such sale or exchange is to acquire (and results within 120 days consummation of such sale sale, and the Administrative Agent shall take any actions and execute any consent, release or exchange termination documentation reasonably requested by the Borrower in order to evidence or effect the acquisition offoregoing. To the extent that any Collateral is Disposed of to a Person that is not a Loan Party, which Disposition consists of a license, co-license, cross-license, sublicense, lease, sublease or other similar arrangement with respect to any Product (including any R&D Product and/or any Non-Core Asset) replacement items of equipment which are the functional equivalent of the item of equipment so sold or exchanged; (f) Dispositions in respect of the sale any related Intellectual Property or discount of receivables in the ordinary course of business and not as part of any financing transaction; (g) Dispositions in respect of leases or subleases granted to other Persons in the ordinary course of business; (h) the Disposition of (i) the vinyl window manufacturing operations located at the Lambeth, Ontario facility of the Canadian Borrower, (ii) the vinyl manufacturing operations located at the Freeport, Texas facility of the U.S. Borrower and (iii) the business operations and assets related to the fence, deck and rail operations of the U.S. Borrower located primarily at the West Salem, Ohio facility; provided thatproperty, in each case, to the consideration received extent constituting Collateral, the Administrative Agent shall enter into any subordination agreement, non-disturbance agreement or consent documentation reasonably requested by the U.S. Borrower and Gentek U.S., as the case may be (x) shall not be less than the fair market value of the equipment, assets or operations to be Disposed of and (y) shall consist of at least 75% cash; (i) without duplication, Dispositions in respect of sales or leasebacks permitted under Section 7.2.15; and (j) (i) Dispositions by the U.S. Borrower to a U.S. Subsidiary Guarantor, (ii) Dispositions by a U.S. Subsidiary Guarantor form reasonably acceptable to the U.S. Borrower or another U.S. Subsidiary Guarantor, (iii) Dispositions by the Canadian Borrower to a Canadian Subsidiary Guarantor, (iv) Dispositions by a Canadian Subsidiary Guarantor to the Canadian Borrower or another Canadian Subsidiary Guarantor, (v) Dispositions by a Foreign Subsidiary (other than the Canadian Borrower or any of its Subsidiaries) to another Foreign Subsidiary (other than the Canadian Borrower or any of its Subsidiaries), (vi) Dispositions to the U.S. Borrower or any Subsidiary of the U.S. Borrower by a Subsidiary of the U.S. Borrower Required Lenders in the ordinary course of its business and (vii) other Dispositions by the U.S. Borrower or any Subsidiary of the U.S. Borrower so long as each such Disposition is consummated for not less than fair market value of the assets to be Disposed of and is otherwise in compliance connection with the terms of Section 7.2.13consummation of, or in order to consummate, such Disposition.

Permitted Dispositions. Holdings and the Borrowers Borrower will not, and will not permit any of their respective Subsidiaries to, Dispose of any of such the Borrower's or such Subsidiaries' assets (including accounts receivable, Capital Stock of Subsidiaries or any proceeds thereof) to any Person, in one transaction or series of transactions, except for the following: (a) Dispositions of (i) inventory Disposed of in the ordinary course of its business, (ii) assets which are obsolete, worn out or otherwise no longer useful in the business of the U.S. Borrower and its Subsidiaries in the good faith judgment of management or (iii) other assets with a fair market value of $75,000 or less (up to an aggregate amount not to exceed $750,000 500,000 in any year); (b) Dispositions permitted by Section 7.2.10; (c) Dispositions made pursuant to non-exclusive licensing arrangements entered into by the U.S. Borrower or any of its Subsidiaries with respect to any of its intellectual property in the ordinary course of its business; (i) Dispositions for not less than the fair market value of the assets to be Disposed, (ii) the consideration received by the U.S. Borrower or applicable Subsidiary consists of at least 75% cash, (iii) the net book value of such assets, together with the net book value of all other assets Disposed of pursuant to this clause (d), does not exceed $3,000,000 2,000,000 in any Fiscal Year or $15,000,000 10,000,000 over the term of this Agreement and (iv) immediately prior to and after giving effect to such Disposition no Default shall have occurred and be continuing; (e) Dispositions in respect of the sale or exchange of specific items of equipment, so long as the purpose of each such sale or exchange is to acquire (and results within 120 days of such sale or exchange in the acquisition of) replacement items of equipment which are the functional equivalent of the item of equipment so sold or exchanged; (f) the AmerCable Disposition; (g) Dispositions in respect of the sale or discount of receivables in the ordinary course of business and not as part of any financing transaction; (gh) Dispositions in respect of leases or subleases granted to other Persons in the ordinary course of business; (h) the Disposition of (i) the vinyl window manufacturing operations located at the Lambeth, Ontario facility Dispositions of the Canadian Borrower, (ii) the vinyl manufacturing operations located at the Freeport, Texas facility of the U.S. Borrower and (iii) the business operations and assets related to the fence, deck and rail operations of the U.S. Borrower located primarily at the West Salem, Ohio facilityShares so long as such Shares constitute Margin Stock; provided that, in each case, the consideration received by the U.S. Borrower and Gentek U.S., as the case may be (x) shall not be less than the fair market value of the equipment, assets or operations to be Disposed of and (y) shall consist of at least 75% cash;and (ij) without duplication, Dispositions in respect of sales or leasebacks permitted under Section 7.2.15; and (j) (i) Dispositions by the U.S. Borrower to a U.S. Subsidiary Guarantor, (ii) Dispositions by a U.S. Subsidiary Guarantor to the U.S. Borrower or another U.S. Subsidiary Guarantor, (iii) Dispositions by the Canadian Borrower to a Canadian Subsidiary Guarantor, (iv) Dispositions by a Canadian Subsidiary Guarantor to the Canadian Borrower or another Canadian Subsidiary Guarantor, (v) Dispositions by a Foreign Subsidiary (other than the Canadian Borrower or any of its Subsidiaries) to another Foreign Subsidiary (other than the Canadian Borrower or any of its Subsidiaries), (vi) Dispositions to the U.S. Borrower or any Subsidiary of the U.S. Borrower by a Subsidiary of the U.S. Borrower in the ordinary course of its business and (vii) other Dispositions by the U.S. Borrower or any Subsidiary of the U.S. Borrower so long as each such Disposition is consummated for not less than fair market value of the assets to be Disposed of and is otherwise in compliance with the terms of Section 7.2.13.

Permitted Dispositions. Holdings and the Borrowers The Company will not, and will not permit any of their respective its Subsidiaries to, Dispose of any of such Borrower's the Company’s or such Subsidiaries' ’ assets (including accounts receivable, receivable and Capital Stock Securities of Subsidiaries or any proceeds thereofSubsidiaries) to any Person, Person in one transaction or series of transactions, except for the followingtransactions unless such Disposition is: (a) Dispositions of (i) inventory or obsolete, no longer used or useful, damaged, worn out or surplus property Disposed of in the ordinary course of its businessbusiness (including, (ii) assets the abandonment of intellectual property which are is obsolete, worn out or otherwise no longer used or useful or that in the business of the U.S. Borrower and its Subsidiaries in the Company’s good faith judgment is no longer material in the conduct of management or (iii) other assets with the Company and its Subsidiaries’ business taken as a fair market value of $75,000 or less (up to an aggregate amount not to exceed $750,000 in any year);whole): (b) Dispositions permitted by Section 7.2.10; (c) Dispositions made accounts receivable or any related asset Disposed of pursuant to non-exclusive licensing arrangements entered into by the U.S. Borrower or any of its Subsidiaries with respect to any of its intellectual property in the ordinary course of its businessa Permitted Securitization; (d) of property to the extent that (i) Dispositions such property is exchanged for not less than credit against the fair market value purchase price of the assets to be Disposed, similar replacement property or (ii) the consideration received by the U.S. Borrower or applicable Subsidiary consists of at least 75% cash, (iii) the net book value proceeds of such assets, together with Disposition are promptly applied to the net book value purchase price of all other assets Disposed of pursuant to this clause (d), does not exceed $3,000,000 in any Fiscal Year or $15,000,000 over the term of this Agreement and (iv) immediately prior to and after giving effect to such Disposition no Default shall have occurred and be continuingreplacement property; (e) Dispositions in respect of property by the sale Company, the Borrower or exchange of specific items of equipment, so long as any other Subsidiary provided that if the purpose of each such sale or exchange is to acquire (and results within 120 days transferor of such sale property is an Obligor (i) the transferee must be an Obligor or exchange in (ii) to the acquisition of) replacement items of equipment which are the functional equivalent of the item of equipment so sold or exchangedextent such transaction constitutes an Investment such transaction is permitted under Section 7.2.5; (f) Dispositions in respect of the sale cash or discount of receivables in the ordinary course of business and not as part of any financing transactionCash Equivalent Investments; (g) Dispositions of accounts receivable in respect of leases connection with compromise, write down or subleases granted to other Persons collection thereof in the ordinary course of business; (h) constituting leases, subleases, licenses or sublicenses of property (including intellectual property) in the Disposition ordinary course of business and which do not materially interfere with the business of the Company and its Subsidiaries; (i) constituting a transfer of property subject to a Casualty Event (i) upon receipt of Net Casualty Proceeds of such Casualty Event or (ii) to a Governmental Authority as a result of condemnation; (j) sales of a non-core assets acquired in connection with a Permitted Acquisition which are not used or useful or are duplicative in the vinyl window manufacturing operations located at the Lambeth, Ontario facility business of the Canadian BorrowerCompany or its Subsidiaries; (k) a grant of options to purchase, lease or acquire real or personal property in the ordinary course of business, so long as the Disposition resulting from the exercise of such option would otherwise be permitted under this Section 7.2.11; (l) Dispositions of Investments in Foreign Supply Chain Entities (or a Foreign Supply Chain Entity that has been redesignated as a Foreign Subsidiary), to the extent required by, or made pursuant to buy/sell arrangements between the Foreign Supply Chain Entity parties forth in, the contracts applicable to such Foreign Supply Chain Entity (or a Foreign Supply Chain Entity that has been redesignated as a Foreign Subsidiary); (m) Dispositions of the property described on Item 7.2.11(m) of the Disclosure Schedule; or (n) a Disposition of assets not otherwise permitted pursuant to preceding clauses (a)-(m) and (i) is for fair market value and the consideration received consists of no less than 75% in cash and Cash Equivalent Investments, (ii) the vinyl manufacturing operations located at Net Disposition Proceeds received from such Disposition, together with the FreeportNet Disposition Proceeds of all other assets Disposed of pursuant to this clause since the Closing Date, Texas facility of does not exceed (individually or in the U.S. Borrower aggregate) $120,000,000 and (iii) the business operations and assets related to the fence, deck and rail operations of the U.S. Borrower located primarily at the West Salem, Ohio facility; provided that, in each case, the consideration received by the U.S. Borrower and Gentek U.S., as the case may be (x) shall not be less than the fair market value of the equipment, assets or operations to be Disposed of and (y) shall consist of at least 75% cash; (i) without duplication, Dispositions in respect of sales or leasebacks permitted under Section 7.2.15; and (j) (i) Dispositions by the U.S. Borrower to a U.S. Subsidiary Guarantor, (ii) Dispositions by a U.S. Subsidiary Guarantor to the U.S. Borrower or another U.S. Subsidiary Guarantor, (iii) Dispositions by the Canadian Borrower to a Canadian Subsidiary Guarantor, (iv) Dispositions by a Canadian Subsidiary Guarantor to the Canadian Borrower or another Canadian Subsidiary Guarantor, (v) Dispositions by a Foreign Subsidiary (other than the Canadian Borrower or any of its Subsidiaries) to another Foreign Subsidiary (other than the Canadian Borrower or any of its Subsidiaries), (vi) Dispositions to the U.S. Borrower or any Subsidiary of the U.S. Borrower by a Subsidiary of the U.S. Borrower in the ordinary course of its business and (vii) other Dispositions by the U.S. Borrower or any Subsidiary of the U.S. Borrower so long as each Net Disposition Proceeds from such Disposition is consummated for not less than fair market value of the assets are applied pursuant to be Disposed of Sections 3.1.1 and is otherwise in compliance with the terms of Section 7.2.133.1.2.

Permitted Dispositions. Holdings and the Borrowers The Parent will not, and nor will not it permit any of their respective its Subsidiaries to, Dispose of any of such Borrower's or such Subsidiaries' Person’s assets (including accounts receivable, receivable and Capital Stock Securities of Subsidiaries or any proceeds thereofSubsidiaries) to any Person, Person in one transaction or series of transactions, except for the followingtransactions unless such Disposition is: (a) Dispositions of (i) inventory Disposed of in the ordinary course of its businessor obsolete, (ii) assets which are obsoletedamaged, worn out or otherwise no longer useful in the business surplus personal property Disposed of the U.S. Borrower and its Subsidiaries in the good faith judgment of management or (iii) other assets with a fair market value of $75,000 or less (up to an aggregate amount not to exceed $750,000 in any year); (b) Dispositions permitted by Section 7.2.10; (c) Dispositions made pursuant to non-exclusive licensing arrangements entered into by the U.S. Borrower or any of its Subsidiaries with respect to any of its intellectual property in the ordinary course of its business; (b) Purchased Leases or Residual Positions to a Lease Purchaser in the ordinary course of the Parent’s and its Subsidiaries’ business, provided that the consideration received by the Parent, the Borrower or Subsidiary for such sale consists of no less than 90% in cash and is conducted in an arm’s-length transaction with such Person; (c) permitted by Section 7.2.10; (d) (i) Dispositions for not fair market value and the consideration received consists of no less than 75% in cash, and (ii) the Net Disposition Proceeds received from such Disposition, together with the Net Disposition Proceeds of all other assets Disposed of pursuant to this clause since the Closing Date, does not exceed (individually or in the aggregate) $40,250,000 over the term of this Agreement; (e) of Non-Core Intellectual Property Assets, provided that (i) the Net Disposition Proceeds received from such Disposition are used to repay the Loans in accordance with Section 3.1.1(d) without any ability to reinvest such Net Disposition Proceeds, (ii) the fair market value of the assets subject to be Disposed, (ii) the consideration received by the U.S. Borrower or applicable Subsidiary consists of at least 75% cash, (iii) the net book value of such assetsDisposition, together with the net book fair market value of all other assets Disposed of pursuant to this clause (d)since the Closing Date, does not exceed (individually or in the aggregate) $3,000,000 in any Fiscal Year or $15,000,000 23,000,000 over the term of this Agreement and (iviii) immediately prior to and after giving effect to such Disposition is for fair market value and the consideration received consists of no Default shall have occurred and be continuing; (e) Dispositions less than 50% in respect cash, which may include cash paid over time pursuant to agreements providing for the payment of the sale or exchange of specific items of equipment, so long as the purpose of each such sale or exchange is to acquire (and results within 120 days of such sale or exchange in the acquisition of) replacement items of equipment which are the functional equivalent of the item of equipment so sold or exchanged;royalties; or (f) Dispositions in respect of the sale or discount of receivables in the ordinary course of business and not as part of any financing transaction; (g) Dispositions in respect of leases or subleases granted to other Persons in the ordinary course of business; (h) the Disposition of (i) the vinyl window manufacturing operations located at the LambethSpecified Disposition, Ontario facility of the Canadian Borrower, (ii) the vinyl manufacturing operations located at the Freeport, Texas facility of the U.S. Borrower and (iii) the business operations and assets related to the fence, deck and rail operations of the U.S. Borrower located primarily at the West Salem, Ohio facility; provided that, in each case, the consideration received by the U.S. Borrower and Gentek U.S., as the case may be (x) shall not be less than the fair market value of the equipment, assets or operations to be Disposed of and (y) shall consist of at least 75% cash; (i) without duplication, Dispositions in respect of sales or leasebacks permitted under Section 7.2.15; and (j) (i) Dispositions by the U.S. Borrower to a U.S. Subsidiary Guarantor, (ii) Dispositions by a U.S. Subsidiary Guarantor to the U.S. Borrower or another U.S. Subsidiary Guarantor, (iii) Dispositions by the Canadian Borrower to a Canadian Subsidiary Guarantor, (iv) Dispositions by a Canadian Subsidiary Guarantor to the Canadian Borrower or another Canadian Subsidiary Guarantor, (v) Dispositions by a Foreign Subsidiary (other than the Canadian Borrower or any of its Subsidiaries) to another Foreign Subsidiary (other than the Canadian Borrower or any of its Subsidiaries), (vi) Dispositions to the U.S. Borrower or any Subsidiary of the U.S. Borrower by a Subsidiary of the U.S. Borrower in the ordinary course of its business and (vii) other Dispositions by the U.S. Borrower or any Subsidiary of the U.S. Borrower so long as each that such Disposition is consummated for not less than fair market value of the assets to be Disposed of and is otherwise in compliance with the terms of Section 7.2.13value.

Permitted Dispositions. Holdings and the Borrowers The Borrower will not, and will not permit any of their respective its Subsidiaries to, Dispose of any of such the Borrower's or such Subsidiaries' assets (including accounts receivable, receivable and Capital Stock of Subsidiaries or any proceeds thereofSubsidiaries) to any Person, including to a Subsidiary, in one transaction or series of transactions, except for the following: transactions unless (a) Dispositions subject to clause (f) below, such Disposition is of (i) inventory Disposed of or obsolete equipment sold in the ordinary course of its business, (ii) assets which are obsolete, worn out or otherwise no longer useful in the business of the U.S. Borrower and its Subsidiaries in the good faith judgment of management or (iii) other assets with a fair market value of $75,000 or less (up to an aggregate amount not to exceed $750,000 in any year); (b) Dispositions permitted by Section 7.2.10; (c) Dispositions made pursuant to non-exclusive licensing arrangements entered into by the U.S. Borrower or any of its Subsidiaries with respect to any of its intellectual property in the ordinary course of its business; (i) Dispositions such Disposition is for not less than the fair market value of the assets to be Disposed, (ii) the consideration received by the U.S. Borrower or applicable Subsidiary consists of at least 7580% cash, cash and (iii) the net book value of such assets, together with the net book value of all other assets Disposed of pursuant to this clause (d)b) in the Fiscal Year during which such Disposition is to occur, does not exceed $3,000,000 in 1,500,000 (provided that, immediately upon any Fiscal Year such Disposition the Debt to EBITDA Ratio shall be recalculated excluding the cash earnings attributable to the assets so Disposed (excluding any gain or $15,000,000 over the term of this Agreement and (iv) immediately prior to and after giving effect any losses attributable to such Disposition)), (c) such Disposition no Default shall have occurred and be continuing; is permitted by clause (a) of Section 7.2.10, (d) such Disposition is a Permitted Lease Disposition, (e) Dispositions such Disposition is of Excluded Real Property or other real property which the Borrower reasonably determines is immaterial to the present and projected operations of either Mine and which property's fair market value, when combined with the fair market value of all other immaterial real property Disposed of pursuant to this clause (e) in respect of the sale or exchange of specific items of equipment, so long as the purpose of each Fiscal Year during which such sale or exchange Disposition is to acquire (and results within 120 days of such sale or exchange in the acquisition of) replacement items of equipment which are the functional equivalent of the item of equipment so sold or exchanged; occur, does not exceed $2,000,000, (f) Dispositions in respect such Disposition is of the sale Norilsk Palladium or discount any other palladium acquired from Norilsk or any of receivables in the ordinary course its Affiliates for consideration consisting of business and not as part of any financing transaction; 100% cash upon delivery or within thirty days thereafter, (g) Dispositions in respect of leases or subleases granted to other Persons in the ordinary course of business; (h) the Disposition of (i) such Disposition is of real property which the vinyl window manufacturing Borrower reasonably determines is immaterial to the present and projected operations located at the Lambeth, Ontario facility of the Canadian Borrowereither Mine, (ii) the vinyl manufacturing operations located at consideration received by the FreeportBorrower or applicable Subsidiary is real property of substantially similar value, Texas facility of the U.S. Borrower and (iii) the business operations Administrative Agent receives a first priority security interest in such real property and assets related to (iv) the fence, deck and rail operations of the U.S. Borrower located primarily at the West Salem, Ohio facility; provided that, in each case, the consideration received by the U.S. Borrower and Gentek U.S., as the case may be (x) shall not be less than the fair market net book value of such real property, when combined with the equipment, assets or operations to be aggregate net book value of all other real property Disposed of and pursuant to this clause (yg) shall consist of at least 75% cash; in the Fiscal Year during which such Disposition is to occur, does not exceed $2,000,000 or (ih) without duplication, Dispositions in respect of sales or leasebacks such Disposition is pursuant to a transaction permitted under by Section 7.2.15; and (j) (i) Dispositions by provided, however, that the U.S. Borrower to a U.S. Subsidiary Guarantor, (ii) Dispositions by a U.S. Subsidiary Guarantor to the U.S. Borrower or another U.S. Subsidiary Guarantor, (iii) Dispositions by the Canadian Borrower to a Canadian Subsidiary Guarantor, (iv) Dispositions by a Canadian Subsidiary Guarantor to the Canadian Borrower or another Canadian Subsidiary Guarantor, (v) Dispositions by a Foreign Subsidiary (other than the Canadian Borrower or Disposition of any of its Subsidiaries) to another Foreign Subsidiary (other than the Canadian Borrower Borrower's interests in either Mine or any of its Subsidiaries), (vi) Dispositions to the U.S. Borrower or any Subsidiary of the U.S. Borrower by a Subsidiary of the U.S. Borrower mineral interests in the ▇-▇ Reef would not constitute a Disposition conducted in the Borrower's ordinary course of its business and (vii) other Dispositions by the U.S. Borrower or any Subsidiary for purposes of the U.S. Borrower so long as each such Disposition is consummated for not less than fair market value of the assets to be Disposed of and is otherwise in compliance with the terms of this Section 7.2.137.2.11.