Common use of Asset Dispositions Clause in Contracts

Asset Dispositions. Except as otherwise set forth below, until the Discharge of Senior-Priority Debt has occurred, each Junior-Priority Collateral Agent, for itself and on behalf of the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Junior-Priority Secured Parties will not object to or oppose (or support any Person in objecting to or opposing) a motion with respect to any sale, lease, license, exchange, transfer or other disposition of any Collateral free and clear of the Liens of any Junior-Priority Collateral Agent and the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any Bankruptcy Law and shall be deemed to have consented to any such sale, lease, license, exchange, transfer or other disposition of any Collateral under Section 363(f) of the Bankruptcy Code that has been consented to by the Designated Senior-Priority Collateral Agent (acting at the written direction of the requisite number of Senior-Priority Holders as determined in accordance with the applicable Senior-Priority Documents); provided, however, that, (i) the proceeds of such sale, lease, license, exchange, transfer or other disposition of any Collateral shall be applied to the Senior-Priority Debt or the Junior-Priority Debt in accordance with Section 4.1, or if not so applied, the Liens of such Junior-Priority Collateral Agent in such Collateral shall attach to the proceeds of such disposition subject to the relative priorities set forth in Section 2.1 hereof and (ii) the Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent are not deemed to have waived any rights to credit bid on the Collateral in any such disposition in accordance with Section 363(k) of the Bankruptcy Code, so long as any such credit bid provides for the payment in full in cash of all Senior-Priority Debt.

Asset Dispositions. Except as otherwise set forth below, until (1) During any Insolvency or Liquidation Proceeding and prior to the Discharge of Senior-Priority Debt has occurredFirst Lien Obligations, each Junior-Priority of the Collateral AgentAgent (on behalf of the Second Lien Secured Parties and the Third Lien Secured Parties), the Second Lien Administrative Agent for itself and on behalf of the other Junior-Priority Second Lien Secured Parties, and the Trustee for itself and on behalf of the other Third Lien Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, agrees that, in the event that each of any Insolvency or Liquidation Proceeding, the Junior-Priority Secured Parties them will not object to seek consultation rights in connection with, and will raise no objection or oppose (or support any Person in objecting to or opposing) opposition to), a motion with respect to any sale, leaseliquidation, license, exchange, transfer or other disposition of Collateral under Section 363, Section 365, Section 1125, or Section 1129 (any Collateral of the foregoing, an “Asset Disposition”) of the Bankruptcy Code if the requisite First Lien Secured Parties have consented to such sale, liquidation or other disposition so long as (i) to the extent such sale, liquidation or other disposition is to be free and clear of Liens, the Liens securing the First Lien Obligations, Second Lien Obligations and Third Lien Obligations will attach to the proceeds of the sale, liquidation or other disposition on the same basis of priority as the Liens on the Collateral pursuant to this Agreement until such time as such proceeds are applied to the First Lien Obligations and (ii) any proceeds of an Asset Disposition received by the First Lien Representatives in excess of those necessary to achieve the Discharge of First Lien Obligations are distributed in accordance with Section 3.4, the UCC and applicable law. Each of the Collateral Agent (on behalf of the Second Lien Secured Parties and the Third Lien Secured Parties), the Second Lien Administrative Agent on behalf of itself and the Second Lien Secured Parties, and the Trustee on behalf of itself and the Third Lien Secured Parties further agrees that it will not directly or indirectly oppose or impede entry of any Junior-Priority Collateral Agent order in connection with such Asset Disposition, including orders to retain professionals or set bid procedures in connection with such Asset Disposition if the requisite First Lien Secured Parties have consented to such (x) retention of professionals and bid procedures in connection with such Asset Disposition and (y) the Asset Disposition, in which event the Second Lien Secured Parties and the other Junior-Priority Third Lien Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any Bankruptcy Law and shall will be deemed to have consented to any such sale, lease, license, exchange, transfer or other disposition of any Collateral under the Asset Disposition pursuant to Section 363(f) of the Bankruptcy Code that has been consented to by the Designated Senior-Priority Collateral Agent (acting at the written direction of the requisite number of Senior-Priority Holders as determined in accordance with the applicable Senior-Priority Documents)Code; provided, however, thatthat nothing herein shall prevent the Second Lien Secured Parties, the Second Lien Administrative Agent, the Third Lien Secured Parties or the Trustee from (ix) presenting a cash bid for any assets to be sold, or purchasing such assets for cash at any applicable hearing or at any public or judicial foreclosure sale and (y) if the cash proceeds of such salebid are otherwise sufficient to cause the Discharge of First Lien Obligations, lease, license, exchange, transfer or other disposition of any Collateral shall be applied to the Senior-Priority Debt or the Junior-Priority Debt in accordance with Section 4.1, or if not so applied, the Liens of such Junior-Priority Collateral Agent in such Collateral shall attach to the proceeds of such disposition subject to the relative priorities set forth in Section 2.1 hereof and (ii) the Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent are not deemed to have waived any rights to making a credit bid on the Collateral in for any such disposition in accordance with assets to be sold pursuant to Section 363(k) of the Bankruptcy Code. If requested by the First Lien Administrative Agent in connection therewith, so long as any the Second Lien Administrative Agent and the Trustee shall affirmatively consent to the release of its Liens (on the terms set forth above) in connection with such credit bid provides for the payment in full in cash of all Senior-Priority Debtan Asset Disposition.

Asset Dispositions. Except Within three (3) Business Days after the date of receipt of Net Cash Proceeds of any Asset Disposition by the Borrower or any of its Restricted Subsidiaries (other than (x) any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e), clause (h) and clauses (k) through (q) of Section 10.5, (y) any remaining Net Cash Proceeds of the sale of the Borrower’s interiors business that have not been applied to prepay the Initial Term Loans (as otherwise defined in the Original Credit Agreement) prior to the Restatement Effective Date and (z) any Asset Disposition resulting in Net Cash Proceeds (1) not exceeding $10,000,000 for such Asset Disposition and (2) not exceeding $25,000,000 when taken together with the Net Cash Proceeds of all other Asset Dispositions during any Fiscal Year not applied to prepay outstanding Term Loans pursuant to this Section 5.4(c)(iii)(z)), the Borrower shall apply the applicable Asset Disposition Percentage of the aggregate Net Cash Proceeds received in respect of such Asset Disposition (the “Subject Proceeds”) to prepay outstanding Term Loans in the manner set forth in clause (v) below; provided that, until if, at the Discharge time that any such prepayment would be required hereunder, the Borrower or any of Senior-Priority Debt has occurred, each Junior-Priority Collateral Agent, for itself and on behalf its Restricted Subsidiaries is required (pursuant to the terms of the documentation governing other Junior-Priority Secured Parties Indebtedness) to apply the Subject Proceeds to repay or repurchase any such other Indebtedness (or offer to repay or repurchase such Indebtedness) that is secured pursuant to an intercreditor agreement on a pari passu basis with respect the Obligations (such Indebtedness required to which such Junior-Priority Collateral Agent is acting as Agent, agrees that, in the event of any Insolvency be so repaid or Liquidation Proceedingrepurchased (or offered to be repaid or repurchased), the Junior-Priority Secured Parties will not object “Other Applicable Indebtedness”), then the Borrower or any such Restricted Subsidiary, as applicable, may apply the Subject Proceeds on a pro rata basis to the prepayment of the Term Loans and to the repurchase or oppose repayment of the Other Applicable Indebtedness (with pro rata being determined on the basis of the aggregate outstanding principal amount of the Term Loans and the Other Applicable Indebtedness (or support any Person in objecting accreted amount if such Other Applicable Indebtedness is issued with more than de minimis original issue discount) at such time); it being understood that (1) subject to or opposing) a motion with respect to any salethe foregoing, lease, license, exchange, transfer or other disposition of any Collateral free and clear the portion of the Liens Subject Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of any Junior-Priority Collateral Agent the Subject Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof (and the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent or other claims under Section 363 remaining amount, if any, of the Bankruptcy Code, or any comparable provision of any Bankruptcy Law and Subject Proceeds shall be deemed allocated to have consented to any such sale, lease, license, exchange, transfer or other disposition of any Collateral under Section 363(f) of the Bankruptcy Code that has been consented to by the Designated Senior-Priority Collateral Agent (acting at the written direction of the requisite number of Senior-Priority Holders as determined Term Loans in accordance with the applicable Senior-Priority Documents); providedterms hereof) and (2) to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, however, that, the declined amount shall promptly (iand in any event within three (3) Business Days after the proceeds date of such sale, lease, license, exchange, transfer or other disposition of any Collateral shall rejection) be applied to prepay the Senior-Priority Debt or the Junior-Priority Debt Term Loans in accordance with the terms hereof. Notwithstanding the foregoing, (A) so long as no Event of Default has occurred and is continuing, no prepayment shall be required under this Section 4.1, 5.4(c)(iii) to the extent that such Net Cash Proceeds are reinvested in assets used or if not so applied, useful in the Liens business of the Borrower and its Restricted Subsidiaries within twelve (12) months after receipt of such Junior-Priority Collateral Agent in Net Cash Proceeds (or, if such Collateral shall attach to the proceeds Credit Party or such Restricted Subsidiary has contractually committed within twelve (12) months after receipt of such disposition subject Net Cash Proceeds to the relative priorities set forth in Section 2.1 hereof and so reinvest such Net Cash Proceeds, then within eighteen (ii18) the Junior-Priority Secured Parties with respect to which months after receipt of such Junior-Priority Collateral Agent is acting as Agent are Net Cash Proceeds) by such Credit Party or such Restricted Subsidiary (it being agreed that any portion of such Net Cash Proceeds not deemed to have waived any rights to credit bid on the Collateral in any actually reinvested within such disposition twelve (12) month period (or, if applicable, eighteen (18) month period) shall be prepaid in accordance with this Section 363(k5.4(c)(iii) on or before the last day of such twelve (12) month period (or, if applicable, eighteen (18) month period)) and (B) no such prepayment shall be required in respect of Net Cash Proceeds attributable to ABL Priority Collateral to the Bankruptcy Code, so long as any extent the Borrower applies such credit bid provides for Net Cash Proceeds to prepay Indebtedness under the payment in full in cash of all Senior-Priority DebtABL Facility.

Asset Dispositions. Except as otherwise set forth belowWithin three (3) Business Days after the date of receipt of Net Cash Proceeds of any Asset Disposition by the Borrower or any of its Restricted Subsidiaries (other than any Asset Disposition permitted pursuant to, until the Discharge and in accordance with, clauses (a) through (e) of Senior-Priority Debt has occurredSection 10.5), each Junior-Priority Collateral Agent, for itself and on behalf of the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, agrees thatproceeds are, in the event each case, in excess of any Insolvency or Liquidation Proceeding$3,000,000, the Junior-Priority Secured Parties will not object to or oppose Borrower shall apply one hundred percent (or support any Person in objecting to or opposing) a motion with respect to any sale, lease, license, exchange, transfer or other disposition of any Collateral free and clear of the Liens of any Junior-Priority Collateral Agent and the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any Bankruptcy Law and shall be deemed to have consented to any such sale, lease, license, exchange, transfer or other disposition of any Collateral under Section 363(f100%) of the Bankruptcy Code that has been consented aggregate Net Cash Proceeds received in respect of such Asset Disposition (the “Subject Proceeds”) to by prepay outstanding Term Loans in the Designated Senior-Priority Collateral Agent manner set forth in clause (acting v) below; provided that, if, at the written direction time that any such prepayment would be required hereunder, the Borrower or any of its Restricted Subsidiaries is required (pursuant to the terms of the requisite number documentation governing other Indebtedness) to apply the Subject Proceeds to repay or repurchase any such other Indebtedness (or offer to repay or repurchase such Indebtedness) that is secured pursuant to an intercreditor agreement on a pari passu basis with the Obligations (such Indebtedness required to be so repaid or repurchased (or offered to be repaid or repurchased), the “Other Applicable Indebtedness”), then the Borrower or any such Restricted Subsidiary, as applicable, may apply the Subject Proceeds on a pro rata basis to the prepayment of Senior-Priority Holders as the Term Loans and to the repurchase or repayment of the Other Applicable Indebtedness (with pro rata being determined on the basis of the aggregate outstanding principal amount of the Term Loans and the Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with more than de minimis original issue discount) at such time); it being understood that (1) subject to the foregoing, the portion of the Subject Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of the Subject Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof (and the remaining amount, if any, of the Subject Proceeds shall be allocated to the Term Loans in accordance with the applicable Senior-Priority Documents); providedterms hereof) and (2) to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, however, that, the declined amount shall promptly (iand in any event within three (3) Business Days after the proceeds date of such sale, lease, license, exchange, transfer or other disposition of any Collateral shall rejection) be applied to prepay the Senior-Priority Debt or the Junior-Priority Debt Term Loans in accordance with the terms hereof. Notwithstanding the foregoing, (A) so long as no Default or Event of Default has occurred and is continuing, no prepayment shall be required under this Section 4.1, 5.4(c)(iii) to the extent that such Net Cash Proceeds are reinvested in assets used or if not so applied, useful in the Liens business of the Borrower and its Restricted Subsidiaries within twelve (12) months after receipt of such Junior-Priority Collateral Agent in Net Cash Proceeds (or, if such Collateral shall attach to the proceeds Credit Party or such Restricted Subsidiary has contractually committed within twelve (12) months after receipt of such disposition subject Net Cash Proceeds to the relative priorities set forth in Section 2.1 hereof and so reinvest such Net Cash Proceeds, then within eighteen (ii18) the Junior-Priority Secured Parties with respect to which months after receipt of such Junior-Priority Collateral Agent is acting as Agent are Net Cash Proceeds) by such Credit Party or such Restricted Subsidiary (it being agreed that any portion of such Net Cash Proceeds not deemed to have waived any rights to credit bid on the Collateral in any actually reinvested within such disposition twelve (12) month period (or, if applicable, eighteen (18) month period) shall be prepaid in accordance with this Section 363(k5.4(c)(iii) on or before the last day of such twelve (12) month period (or, if applicable, eighteen (18) month period)) and (B) no such prepayment shall be required in respect of Net Cash Proceeds attributable to ABL Priority Collateral to the Bankruptcy Code, so long as any extent the Borrower applies such credit bid provides for Net Cash Proceeds to prepay Indebtedness under the payment in full in cash of all Senior-Priority DebtABL Facility.

Asset Dispositions. Except (a) Make any Asset Disposition unless: (i) Borrower or such Restricted Subsidiary, as otherwise set forth belowthe case may be, until receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the Discharge fair market value (such fair market value to be determined on the date of Senior-Priority Debt has occurredcontractually agreeing to such Asset Disposition), each Junior-Priority Collateral Agentas determined in good faith by the Borrower, for itself and on behalf of the shares and assets subject to such Asset Disposition; (ii) in any such Asset Disposition, or series of related Asset Dispositions, at least 75.0% of the consideration from such Asset Disposition, together with all other Junior-Priority Secured Parties with respect to which Asset Dispositions since the Closing Date (on a cumulative basis) (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise), received by the Borrower or such Junior-Priority Collateral Agent Restricted Subsidiary, as the case may be, is acting as Agent, agrees that, in the event form of any Insolvency cash or Liquidation ProceedingCash Equivalents; and (iii) No Event of Default is continuing or would result therefrom. (b) [reserved]; (c) [reserved]; (d) [reserved]; (e) For the purposes of Section 7.05(a)(ii) hereof, the Junior-Priority Secured Parties following will not object to or oppose (or support any Person in objecting to or opposing) a motion with respect to any sale, lease, license, exchange, transfer or other disposition of any Collateral free and clear of the Liens of any Junior-Priority Collateral Agent and the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any Bankruptcy Law and shall be deemed to have consented to any such sale, lease, license, exchange, transfer or other disposition of any Collateral under Section 363(f) of the Bankruptcy Code that has been consented to by the Designated Senior-Priority Collateral Agent (acting at the written direction of the requisite number of Senior-Priority Holders as determined in accordance with the applicable Senior-Priority Documents); provided, however, that, be cash: (i) the proceeds assumption by the transferee of such sale, lease, license, exchange, transfer Indebtedness or other disposition liabilities contingent or otherwise of any Collateral shall be applied to the Senior-Priority Debt Borrower or a Restricted Subsidiary (other than Subordinated Indebtedness of the Junior-Priority Debt Borrower or a Guarantor) and the release of the Borrower or such Restricted Subsidiary from all liability on such Indebtedness or other liability in accordance connection with Section 4.1, or if not so applied, the Liens of such Junior-Priority Collateral Agent in such Collateral shall attach to the proceeds of such disposition subject to the relative priorities set forth in Section 2.1 hereof and Asset Disposition; (ii) securities, notes or other obligations received by the Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent are not deemed to have waived Borrower or any rights to credit bid on the Collateral in any such disposition in accordance with Section 363(k) Restricted Subsidiary of the Bankruptcy CodeBorrower from the transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents within 180 days following the closing of such Asset Disposition; (iii) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, so long as to the extent that the Borrower and each other Restricted Subsidiary are released from any Guarantee of payment of such credit bid provides for the payment Indebtedness in full in cash of all Seniorconnection with such Asset Disposition; 126 US-Priority Debt.DOCS\146702970.0000000000.7

Asset Dispositions. Except as otherwise The Asset Dispositions other than the sale of Surebridge, Inc. shall be consummated on or prior to the Effective Time and Company agrees to use its commercially reasonable efforts to consummate the sale of Surebridge, Inc. on or prior to the Effective Time. Company has furnished to Parent a true, complete and correct copy of the agreements and other documents set forth below, until the Discharge of Senior-Priority Debt has occurred, each Junior-Priority Collateral Agent, for itself and on behalf in Section 8.10 of the other Junior-Priority Secured Parties with respect Company Disclosure Memorandum pursuant to which the Asset Dispositions shall be consummated. Company agrees not to amend the documents set forth in Section 8.10 without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed. The Parties acknowledge that the corporation purchasing the Disposed Companies ("Purchaser") will issue additional securities of Purchaser to new investors that are stockholders of the Company and that such Junior-Priority Collateral Agent is acting as Agent, new investors will enter into agreements and related documents substantially similar to the copies provided to Parent. Parent agrees that, in the event of any Insolvency or Liquidation Proceeding, the Junior-Priority Secured Parties that entering into such agreements and related documents will not object to or oppose be a violation of this Section 8.10. The Parties further acknowledge that Xxxxxxxx X. Xxxxxx, III (or support any Person in objecting to or opposing) a motion with respect to any sale"Xxxxxx"), lease, license, exchange, transfer or other disposition of any Collateral free and clear as purchaser of the Liens of any Junior-Priority Collateral Agent and the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent or other claims under Section 363 Xxxx jet, may assign a portion of the Bankruptcy Code, or any comparable provision of any Bankruptcy Law and shall be deemed obligation to have consented purchase the Xxxx jet to any such sale, lease, license, exchange, transfer or other disposition of any Collateral under Section 363(f) of the Bankruptcy Code that has been consented to by the Designated Senior-Priority Collateral Agent (acting at the written direction of the requisite number of Senior-Priority Holders as determined in accordance with the applicable Senior-Priority Documents)third parties; provided, however, that, (i) the proceeds of such sale, lease, license, exchange, transfer or other disposition of any Collateral that Xxxxxx shall be applied remain solely liable for all obligations to the Senior-Priority Debt or the Junior-Priority Debt in accordance with Section 4.1, or if not so applied, the Liens of such Junior-Priority Collateral Agent in such Collateral shall attach to the proceeds of such disposition subject to the relative priorities set forth in Section 2.1 hereof and (ii) the Junior-Priority Secured Parties ITC Services with respect to such purchase unless the assignee enters into agreements and related documents substantially similar to the copies provided to Parent (including, without limitation, a proceeds setoff letter ("Proceeds Setoff Letter"), and Parent consents to decreasing the obligations of Xxxxxx with respect to such transaction, in which case the obligations of Xxxxxx shall be reduced only to the extent such Junior-Priority Collateral Agent is acting as Agent obligations are not deemed assigned to have waived any rights to credit bid on and assumed by the Collateral assignee (including, without limitation, the setoff obligation in any such disposition in accordance with the Proceeds Setoff Letter). Section 363(k) 8.10 of the Bankruptcy Code, so long as Company Disclosure Memorandum sets forth the obligations of any such credit bid provides for Company Entity following the payment in full in cash Effective Time to any of all Senior-Priority Debtthe Disposed Companies.

Asset Dispositions. Except as otherwise set forth below, until Until the Discharge of Senior-Priority First Lien Debt has occurred, each Junior-Priority the Second Lien Collateral Agent, for itself and on behalf of the other Junior-Priority Second Lien Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as AgentParties, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Junior-Priority Second Lien Secured Parties will not object to or oppose (or support any Person in objecting to or opposing) a motion with respect to any sale, lease, license, exchange, transfer or other disposition of any Second Lien Collateral free and clear of the Liens of any Junior-Priority the Second Lien Collateral Agent and the other Junior-Priority Second Lien Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any Bankruptcy Law and shall be deemed to have consented to any such any sale, lease, license, exchange, transfer or other disposition of any Second Lien Collateral under Section 363(f) of the Bankruptcy Code that has been consented to by the Designated Senior-Priority Collateral Agent (acting at the written direction of the requisite number of Senior-Priority Holders as determined in accordance with the applicable Senior-Priority Documents)First Lien Agent; provided, however, that, (ia) the proceeds of such sale, lease, license, exchange, transfer or other disposition of any Second Lien Collateral shall to be applied to the Senior-Priority First Lien Debt or the Junior-Priority Second Lien Debt are applied in accordance with Section 4.1, and (b) any Second Lien Agent, on behalf of itself and the other Second Lien Secured Parties, may raise any objections to any such sale, lease, license, exchange, transfer or if other disposition of any Second Lien Collateral that could be raised by any creditor of Borrowers whose claims were not so appliedsecured by any Liens on the Second Lien Collateral, the Liens provided that such objections (i) are not inconsistent with any other term or provision of such Junior-Priority Collateral Agent in such Collateral shall attach to the proceeds of such disposition subject to the relative priorities set forth in Section 2.1 hereof this Agreement, and (ii) the Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent are not deemed to have waived based on their status as secured creditors, including, without limitation any objections based on rights to credit bid on the Collateral in any such disposition in accordance with Section 363(kafforded by Sections 363(e) and (f) of the Bankruptcy Code, so long as Code or any such credit bid provides for the payment in full in cash comparable provisions of all Senior-Priority Debtany Bankruptcy Law.

Asset Dispositions. Except as otherwise set forth belowThe Company shall not, until the Discharge of Senior-Priority Debt has occurred, each Junior-Priority Collateral Agent, for itself and on behalf of the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Junior-Priority Secured Parties will not object to or oppose (or support any Person in objecting to or opposing) a motion with respect to any sale, lease, license, exchange, transfer or other disposition of any Collateral free and clear of the Liens of any Junior-Priority Collateral Agent and the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any Bankruptcy Law and shall be deemed to have consented to not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless (i) the Company or such sale, lease, license, exchange, transfer or other disposition of any Collateral under Section 363(f) of the Bankruptcy Code that has been consented to by the Designated Senior-Priority Collateral Agent (acting Restricted Subsidiary receives consideration at the written direction time of such Asset Disposition at least equal to the requisite number fair market value (including as to the value of Seniorall non-Priority Holders cash consideration), as determined in accordance with good faith by the applicable Senior-Priority DocumentsBoard of Directors of the Company, of the shares and assets subject to such Asset Disposition and at least 85% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents and (ii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) either (x) for working capital purposes or (y) to prepay, repay, redeem or purchase, on a ratable basis, Senior Indebtedness of the Company or any Indebtedness of a Restricted Subsidiary, as the case may be (other than in either case Indebtedness owed to the Company or an Affiliate of the Company), provided that the Company may prepay, repay, redeem or purchase any Senior Indebtedness owed to the Company's warehouse lenders without such ratable payments to the holders of any other Senior Indebtedness, in either case within 180 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; provided, however, thatthat in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this Section, the Company or such Restricted Subsidiary shall retire such Indebtedness and shall cause the related loan commitment (iif any) to be permanently reduced in an amount equal to the proceeds principal amount so prepaid, repaid or purchased, and (iii) at the time of such saleAsset Disposition no Default shall have occurred and be continuing (or would result therefrom). Notwithstanding the foregoing provisions of this Section 6.09, lease, license, exchange, transfer or other disposition of the Company and the Restricted Subsidiaries shall not be required to apply any Collateral shall be applied to the Senior-Priority Debt or the Junior-Priority Debt Net Available Cash in accordance with this Section 4.1, or if not so applied, the Liens of such Junior-Priority Collateral Agent in such Collateral shall attach except to the proceeds of such disposition subject to extent that the relative priorities set forth in Section 2.1 hereof and (ii) the Junior-Priority Secured Parties with respect to aggregate Net Available Cash from all Asset Dispositions which such Junior-Priority Collateral Agent is acting as Agent are not deemed to have waived any rights to credit bid on the Collateral in any such disposition applied in accordance with this paragraph exceeds $10 million; provided, however, pending application of Net Available Cash pursuant to this Section 363(k6.09, such Net Available Cash shall be invested in Temporary Cash Investments. For the purposes of this Section 6.09, the following are deemed to be cash or cash equivalents: (x) the assumption of Indebtedness of the Bankruptcy CodeCompany or any Restricted Subsidiary, so long as and the release of the Company and its continuing Restricted Subsidiaries from all liability on such Indebtedness, in connection with such Asset Disposition and (y) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such credit bid provides for the payment in full in cash of all Senior-Priority DebtRestricted Subsidiary into cash.

Asset Dispositions. Except as otherwise set forth belowEach Term Collateral Agent agrees, until the Discharge of Senior-Priority Debt has occurred, each Junior-Priority Collateral Agent, for itself and on behalf of itself and the other Junior-Priority Other Applicable Term Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as AgentParties, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Junior-Priority Secured Parties that it will not object to or oppose (or support any Person in objecting to or opposing) a motion with respect to any sale, lease, license, exchange, transfer or other disposition of any Collateral free and clear of the Liens of any Junior-Priority Collateral Agent and the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any Bankruptcy Law and shall be deemed to have consented to any such sale, lease, license, exchange, transfer or other disposition of any Collateral under Section 363(f) of the Bankruptcy Code that has been consented to by the Designated Senior-ABL Collateral Agent of any ABL Priority Collateral Agent (acting at the written direction pursuant to Section 63 of the requisite number of Senior-Priority Holders PPSA (or any similar provision under any other applicable law) so long as determined in accordance with the applicable Senior-Priority Documents); provided, however, that, (i) the proceeds of such sale, lease, license, exchange, transfer or other disposition of any Collateral shall be applied to the Senior-Priority Debt or the Junior-Priority Debt in accordance with Section 4.1, or if not so applied, the Liens of such Junior-Priority Collateral Agent in such Collateral shall attach to the proceeds of such disposition are applied in accordance with this Agreement or the Secured Parties’ Liens attach to such proceeds subject to the same Lien Priority and relative priorities set forth rights in Section 2.1 hereof respect thereof as provided herein for the ABL Priority Collateral. The ABL Collateral Agent agrees, on behalf of itself and (ii) the Junior-Priority other ABL Secured Parties with respect Parties, that it will not oppose any disposition consented to which such Junior-by any Term Collateral Agent of any Term Priority Collateral Agent is acting pursuant to Section 63 of the PPSA (or any similar provision under any other applicable law) so long as Agent are not deemed to have waived any rights to credit bid on the Collateral in any proceeds of such disposition are applied in accordance with Section 363(k) this Agreement or the Secured Parties’ Liens attach to such proceeds subject to the same Lien Priority and relative rights in respect thereof as provided herein for the Term Priority Collateral. If such disposition of Collateral includes both ABL Priority Collateral and Term Priority Collateral and the Parties are unable after negotiating in good faith to agree on the allocation of the Bankruptcy Codepurchase price between the ABL Priority Collateral and Term Priority Collateral, so long as any either Party may apply to the court in such credit bid provides for Insolvency Proceeding to make a determination of such allocation, and the payment in full in cash of all Senior-Priority Debtcourt’s determination shall be binding upon the Parties.

Asset Dispositions. Except as otherwise set forth below, until Until the Discharge of Senior-Priority First Lien Debt has occurred, each Junior-Priority Collateral Second Lien Agent, for itself and on behalf of the other Junior-Priority Second Lien Secured Parties with respect to for which such Junior-Priority Collateral Agent is acting as Agentit acts, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Junior-Priority Second Lien Secured Parties will not object to or oppose (or support any Person in objecting to or opposing) a motion with respect to any sale, lease, license, exchange, transfer or other disposition of any Second Lien Collateral free and clear of the Liens of any Junior-Priority Collateral the Second Lien Agent and the other Junior-Priority Second Lien Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law Law, and shall be deemed to have consented to any such any sale, lease, license, exchange, transfer or other disposition of any Second Lien Collateral under Section 363(f) of the Bankruptcy Code Code, or with respect to any other Bankruptcy Law or any order made by a court of competent jurisdiction in any Insolvency or Liquidation Proceedings, that has been consented to by the Designated Senior-Priority Collateral Agent (acting at the written direction of the requisite number of Senior-Priority Holders as determined in accordance with the applicable Senior-Priority Documents)First Lien Agent; provided, however, that, (ia) the proceeds of such sale, lease, license, exchange, transfer or other disposition of any Second Lien Collateral shall to be applied to the Senior-Priority First Lien Debt or the Junior-Priority Second Lien Debt are applied in accordance with Section 4.1, and (b) any Second Lien Agent, on behalf of itself and the other Second Lien Secured Parties for which it acts, may raise any objections to any such sale, lease, license, exchange, transfer or if other disposition of any Second Lien Collateral that could be raised by any unsecured creditor of Borrowers (i.e. any creditor of Borrowers whose claims were not so appliedsecured by any Liens on the Second Lien Collateral or any other assets or properties), the Liens provided that such objections (i) are not inconsistent with any other term or provision of such Junior-Priority Collateral Agent in such Collateral shall attach to the proceeds of such disposition subject to the relative priorities set forth in Section 2.1 hereof this Agreement, and (ii) the Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent are not deemed to have waived based on their status as secured creditors, including, without limitation any objections based on rights to credit bid on the Collateral in any such disposition in accordance with Section 363(kafforded by Sections 363(e) and (f) of the Bankruptcy Code, so long as Code or any such credit bid provides for the payment in full in cash comparable provisions of all Senior-Priority Debtany Bankruptcy Law.

Asset Dispositions. Except as otherwise set forth belowThe Borrower shall not, until the Discharge of Senior-Priority Debt has occurred, each Junior-Priority Collateral Agent, for itself and on behalf of the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Junior-Priority Secured Parties will not object to or oppose (or support any Person in objecting to or opposing) a motion with respect to any sale, lease, license, exchange, transfer or other disposition of any Collateral free and clear of the Liens of any Junior-Priority Collateral Agent and the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any Bankruptcy Law and shall be deemed to have consented to not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless (i) the Borrower or such sale, lease, license, exchange, transfer or other disposition of any Collateral under Section 363(f) of the Bankruptcy Code that has been consented to by the Designated Senior-Priority Collateral Agent (acting Restricted Subsidiary receives consideration at the written direction time of such Asset Disposition at least equal to the requisite number fair market value (including as to the value of Seniorall non-Priority Holders cash consideration), as determined in accordance with good faith by the applicable Senior-Priority DocumentsBoard of Directors of the Borrower, of the shares and assets subject to such Asset Disposition and at least 85% of the consideration thereof received by the Borrower or such Restricted Subsidiary is in the form of cash or cash equivalents and (ii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Borrower (or such Restricted Subsidiary, as the case may be) either (x) for working capital purposes or (y) to prepay, repay, redeem or purchase, on a ratable basis, Senior Indebtedness of the Borrower or any Indebtedness of a Restricted Subsidiary, as the case may be (other than in either case Indebtedness owed to the Borrower or an Affiliate of the Borrower), provided that the Borrower may prepay, repay, redeem or purchase any Senior Indebtedness owed to the Borrower's warehouse lenders without such ratable payments to the holders of any other Senior Indebtedness, in either case within 180 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; provided, however, thatthat in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this Section, the Borrower or such Restricted Subsidiary shall retire such Indebtedness and shall cause the related loan commitment (iif any) to be permanently reduced in an amount equal to the proceeds principal amount so prepaid, repaid or purchased, and (iii) at the time of such saleAsset Disposition no Default shall have occurred and be continuing (or would result therefrom). Notwithstanding the foregoing provisions of this Section 6.09, lease, license, exchange, transfer or other disposition of the Borrower and the Restricted Subsidiaries shall not be required to apply any Collateral shall be applied to the Senior-Priority Debt or the Junior-Priority Debt Net Available Cash in accordance with this Section 4.1, or if not so applied, the Liens of such Junior-Priority Collateral Agent in such Collateral shall attach except to the proceeds of such disposition subject to extent that the relative priorities set forth in Section 2.1 hereof and (ii) the Junior-Priority Secured Parties with respect to aggregate Net Available Cash from all Asset Dispositions which such Junior-Priority Collateral Agent is acting as Agent are not deemed to have waived any rights to credit bid on the Collateral in any such disposition applied in accordance with this paragraph exceeds $10 million; provided, however, pending application of Net Available Cash pursuant to this Section 363(k6.09, such Net Available Cash shall be invested in Temporary Cash Investments. For the purposes of this Section 6.09, the following are deemed to be cash or cash equivalents: (x) the assumption of Indebtedness of the Bankruptcy CodeBorrower or any Restricted Subsidiary, so long as and the release of the Borrower and its continuing Restricted Subsidiaries from all liability on such Indebtedness, in connection with such Asset Disposition and (y) securities received by the Borrower or any Restricted Subsidiary from the transferee that are promptly converted by the Borrower or such credit bid provides for the payment in full in cash of all Senior-Priority DebtRestricted Subsidiary into cash.

Asset Dispositions. Except (a) Make any Asset Disposition unless: (i) Borrower or such Restricted Subsidiary, as otherwise set forth belowthe case may be, until receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the Discharge fair market value (such fair market value to be determined on the date of Senior-Priority Debt has occurredcontractually agreeing to such Asset Disposition), each Junior-Priority Collateral Agentas determined in good faith by the Borrower, for itself and on behalf of the shares and assets subject to such Asset Disposition; (ii) in any such Asset Disposition, or series of related Asset Dispositions, at least 75.0% of the consideration from such Asset Disposition, together with all other Junior-Priority Secured Parties with respect to which Asset Dispositions since the Closing Date (on a cumulative basis) (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise), received by the Borrower or such Junior-Priority Collateral Agent Restricted Subsidiary, as the case may be, is acting as Agent, agrees that, in the event form of any Insolvency cash or Liquidation ProceedingCash Equivalents; and (iii) No Event of Default is continuing or would result therefrom. (b) [reserved]; (c) [reserved]; (d) [reserved]; (e) For the purposes of Section 7.05(a)(ii) hereof, the Junior-Priority Secured Parties following will not object to or oppose (or support any Person in objecting to or opposing) a motion with respect to any sale, lease, license, exchange, transfer or other disposition of any Collateral free and clear of the Liens of any Junior-Priority Collateral Agent and the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any Bankruptcy Law and shall be deemed to have consented to any such sale, lease, license, exchange, transfer or other disposition of any Collateral under Section 363(f) of the Bankruptcy Code that has been consented to by the Designated Senior-Priority Collateral Agent (acting at the written direction of the requisite number of Senior-Priority Holders as determined in accordance with the applicable Senior-Priority Documents); provided, however, that, be cash: (i) the proceeds assumption by the transferee of such sale, lease, license, exchange, transfer Indebtedness or other disposition liabilities contingent or otherwise of any Collateral shall be applied to the Senior-Priority Debt Borrower or a Restricted Subsidiary (other than Subordinated Indebtedness of the Junior-Priority Debt Borrower or a Guarantor) and the release of the Borrower or such Restricted Subsidiary from all liability on such Indebtedness or other liability in accordance connection with Section 4.1, or if not so applied, the Liens of such Junior-Priority Collateral Agent in such Collateral shall attach to the proceeds of such disposition subject to the relative priorities set forth in Section 2.1 hereof and Asset Disposition; (ii) securities, notes or other obligations received by the Junior-Priority Secured Parties Borrower or any Restricted Subsidiary of the Borrower from the transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents within 180 days following the closing of such Asset Disposition; (iii) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the extent that the Borrower and each other Restricted Subsidiary are released from any Guarantee of payment of such Indebtedness in connection with respect to which such Junior-Priority Collateral Agent is acting as Agent Asset Disposition; (iv) consideration consisting of Indebtedness of the Borrower (other than Junior Indebtedness) received after the Closing Date from Persons who are not deemed the Borrower or any Restricted Subsidiary; and (v) any Designated Non-Cash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Dispositions having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to have waived any rights this covenant that is at that time outstanding, not to credit bid on exceed the Collateral in any such disposition in accordance greater of (a) $75,000,000 and 20% of LTM EBITDA (with Section 363(k) the fair market value of the Bankruptcy Code, so long as any such credit bid provides for the payment in full in cash of all Senior-Priority Debt.each item

Asset Dispositions. Except (a) Make any Asset Disposition unless: (i) Borrower or such Restricted Subsidiary, as otherwise set forth belowthe case may be, until receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the Discharge fair market value (such fair market value to be determined on the date of Senior-Priority Debt has occurredcontractually agreeing to such Asset Disposition), each Junior-Priority Collateral Agentas determined in good faith by the Borrower, for itself and on behalf of the shares and assets subject to such Asset Disposition; (ii) in any such Asset Disposition, or series of related Asset Dispositions, at least 75.0% of the consideration from such Asset Disposition, together with all other Junior-Priority Secured Parties with respect to which Asset Dispositions since the Closing Date (on a cumulative basis) (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise), received by the Borrower or such Junior-Priority Collateral Agent Restricted Subsidiary, as the case may be, is acting as Agent, agrees that, in the event form of any Insolvency cash or Liquidation ProceedingCash Equivalents; and (iii) No Event of Default is continuing or would result therefrom. (b) [reserved]; (c) [reserved]; (d) [reserved]; (e) For the purposes of Section 7.05(a)(ii) hereof, the Junior-Priority Secured Parties following will not object to or oppose (or support any Person in objecting to or opposing) a motion with respect to any sale, lease, license, exchange, transfer or other disposition of any Collateral free and clear of the Liens of any Junior-Priority Collateral Agent and the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any Bankruptcy Law and shall be deemed to have consented to any such sale, lease, license, exchange, transfer or other disposition of any Collateral under Section 363(f) of the Bankruptcy Code that has been consented to by the Designated Senior-Priority Collateral Agent (acting at the written direction of the requisite number of Senior-Priority Holders as determined in accordance with the applicable Senior-Priority Documents); provided, however, that, be cash: (i) the proceeds assumption by the transferee of such sale, lease, license, exchange, transfer Indebtedness or other disposition liabilities contingent or otherwise of any Collateral shall be applied to the Senior-Priority Debt Borrower or a Restricted Subsidiary (other than Subordinated Indebtedness of the Junior-Priority Debt Borrower or a Guarantor) and the release of the Borrower or such Restricted Subsidiary from all liability on such Indebtedness or other liability in accordance connection with Section 4.1, or if not so applied, the Liens of such Junior-Priority Collateral Agent in such Collateral shall attach to the proceeds of such disposition subject to the relative priorities set forth in Section 2.1 hereof and Asset Disposition; (ii) securities, notes or other obligations received by the Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent are not deemed to have waived Borrower or any rights to credit bid on the Collateral in any such disposition in accordance with Section 363(k) Restricted Subsidiary of the Bankruptcy CodeBorrower from the transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents within 180 days following the closing of such Asset Disposition; (iii) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, so long as to the extent that the Borrower and each other Restricted Subsidiary are released from any Guarantee of payment of such credit bid provides for the payment Indebtedness in full in cash of all Seniorconnection with such Asset Disposition; 131 US-Priority Debt.DOCS\136335661.3140506888.9

Asset Dispositions. Except (a) Make any Asset Disposition unless: (i) Borrower or such Restricted Subsidiary, as otherwise set forth belowthe case may be, until receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the Discharge fair market value (such fair market value to be determined on the date of Senior-Priority Debt has occurredcontractually agreeing to such Asset Disposition), each Junior-Priority Collateral Agentas determined in good faith by the Borrower, for itself and on behalf of the shares and assets subject to such Asset Disposition; (ii) in any such Asset Disposition, or series of related Asset Dispositions, at least 75.0% of the consideration from such Asset Disposition, together with all other Junior-Priority Secured Parties with respect to which Asset Dispositions since the Closing Date (on a cumulative basis) (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise), received by the Borrower or such Junior-Priority Collateral Agent Restricted Subsidiary, as the case may be, is acting as Agent, agrees that, in the event form of any Insolvency cash or Liquidation ProceedingCash Equivalents; and (iii) No Event of Default is continuing or would result therefrom. (b) [reserved]; (c) [reserved]; (d) [reserved]; (e) For the purposes of Section 7.05(a)(ii) hereof, the Junior-Priority Secured Parties following will not object to or oppose (or support any Person in objecting to or opposing) a motion with respect to any sale, lease, license, exchange, transfer or other disposition of any Collateral free and clear of the Liens of any Junior-Priority Collateral Agent and the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any Bankruptcy Law and shall be deemed to have consented to any such sale, lease, license, exchange, transfer or other disposition of any Collateral under Section 363(f) of the Bankruptcy Code that has been consented to by the Designated Senior-Priority Collateral Agent (acting at the written direction of the requisite number of Senior-Priority Holders as determined in accordance with the applicable Senior-Priority Documents); provided, however, that, be cash: (i) the proceeds assumption by the transferee of such sale, lease, license, exchange, transfer Indebtedness or other disposition liabilities contingent or otherwise of any Collateral shall be applied to the Senior-Priority Debt Borrower or a Restricted Subsidiary (other than Subordinated Indebtedness of the Junior-Priority Debt Borrower or a Guarantor) and the release of the Borrower or such Restricted Subsidiary from all liability on such Indebtedness or other liability in accordance connection with Section 4.1, or if not so applied, the Liens of such Junior-Priority Collateral Agent in such Collateral shall attach to the proceeds of such disposition subject to the relative priorities set forth in Section 2.1 hereof and Asset Disposition; (ii) securities, notes or other obligations received by the Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent are not deemed to have waived Borrower or any rights to credit bid on the Collateral in any such disposition in accordance with Section 363(k) Restricted Subsidiary of the Bankruptcy CodeBorrower from the transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents within 180 days following the closing of such Asset Disposition; (iii) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, so long as to the extent that the Borrower and each other Restricted Subsidiary are released from any Guarantee of payment of such credit bid provides for the payment Indebtedness in full in cash of all Seniorconnection with such Asset Disposition; 130 US-Priority Debt.DOCS\117476656.1136335661.3

Asset Dispositions. Except as otherwise set forth below, until the Discharge of Senior-Priority Debt has occurred, each Junior-Priority Collateral Agent, for itself and on behalf of the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Junior-Priority Secured Parties The Borrower will not object to make or oppose (permit or support any Person in objecting to or opposing) a motion with respect consent to any sale, lease, license, exchange, transfer or other disposition of any Collateral free and clear of the Liens of any Junior-Priority Collateral Agent and the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any Bankruptcy Law and shall be deemed to have consented to any such sale, lease, license, exchange, transfer or other disposition of any Collateral under Section 363(f) of the Bankruptcy Code Asset Disposition; provided that has been consented to by the Designated Senior-Priority Collateral Agent (acting at the written direction of the requisite number of Senior-Priority Holders as determined in accordance with the applicable Senior-Priority Documents); provided, however, that, (i) the proceeds Borrower may make or permit or consent to any Asset Disposition by way of Event of Loss or Condemnation, so long as the Net Cash Proceeds of such sale, lease, license, exchange, transfer Asset Disposition equal to the amount required to be paid into the Collection Account pursuant to Section 2.07(b)(v) shall have or other disposition of any Collateral upon receipt shall be applied delivered to the Senior-Priority Debt or the Junior-Priority Debt Depositary in accordance with Section 4.16.06, or if not so applied, the Liens of such Junior-Priority Collateral Agent in such Collateral shall attach to the proceeds of such disposition subject to the relative priorities set forth in Section 2.1 hereof and (ii) the Junior-Priority Secured Parties Borrower may make or permit or consent to any Asset Disposition to a Lessee pursuant to a purchase option in the applicable Lease if (A) the consideration therefore is cash or Cash Equivalents; (B) no Collateral Deficiency shall result or shall be increased as a result of such Asset Disposition and (C) the Net Cash Proceeds of such Amended and Restated Warehouse Loan Agreement Asset Disposition equal to the amount required to be paid into the Collection Account pursuant to Section 2.07(b)(v) shall have or simultaneously therewith be delivered to the Depositary for deposit to the Collection Account and (iii) with respect the prior written consent of the Agent, to which be granted or withheld in the Agent’s sole discretion, the Borrower may make or permit or consent to any other Asset Disposition (including in connection with a Securitization) if (A) the consideration therefor is cash or Cash Equivalents; (B) no Collateral Deficiency shall exist immediately before or immediately after giving effect to such Junior-Priority transaction, (C) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction and (D) the Net Cash Proceeds of such Asset Disposition equal to the amount required to be paid into the Collection Account pursuant to Section 2.07(b)(iv) shall have or simultaneously therewith be delivered to the Depositary for deposit to the Collection Account. Upon consummation of an Asset Disposition permitted under this Section 7.05, the Collateral Agent shall (to the extent applicable) deliver to the Borrower, upon the Borrower’s request and at the Borrower’s expense, such documentation as is acting as Agent are not deemed reasonably necessary to have waived any rights to credit bid on evidence the release of the Collateral Agent’s security interests, if any, in any such disposition in accordance with Section 363(k) the assets being disposed of, including amendments or terminations of the Bankruptcy CodeUniform Commercial Code Financing Statements, so long as any such credit bid provides for the payment in full in cash of all Senior-Priority Debtif any.

Asset Dispositions. Except as otherwise set forth belowBorrower will not, until the Discharge of Senior-Priority Debt has occurrednor will Borrower permit any other Subsidiary to, each Junior-Priority Collateral Agentsell, for itself and on behalf of the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Junior-Priority Secured Parties will not object to or oppose (or support any Person in objecting to or opposing) a motion with respect to any saleassign, lease, licenseconvey, exchangetransfer, transfer or other disposition otherwise dispose of (whether in one or a series of transactions) any Collateral free and clear or enter into an agreement to do any of the Liens of any Junior-Priority Collateral Agent and the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent or other claims under Section 363 foregoing, except for dispositions of the Bankruptcy CodeEquity-related Collateral of Subsidiaries of Borrower (other than AEC-NM, or LLC and AEC-TH, LLC) to the extent necessary to consummate a Clean Coal Transaction so long as the Clean Coal Transaction Requirements are satisfied as of immediately following consummation of such Clean Coal Transaction. Borrower will not, nor will Borrower permit any comparable provision of any Bankruptcy Law and shall be deemed to have consented to any such saleother Restricted Person to, sell, assign, lease, licenseconvey, exchangetransfer, transfer or otherwise dispose of (whether in one or a series of transactions) any other property material to Borrower or any such Restricted Person or enter into an agreement to do any of the foregoing, except (a) for asset dispositions permitted under Section 8.4, (b) dispositions of equipment or other disposition property of Borrower to a Subsidiary for the purpose of consummating a Clean Coal Transaction, provided that the Lien on and security interest in the Equity or other property of Borrower or such Subsidiaries granted or to be granted in favor of Lender under the Loan Documents shall be maintained or created in accordance with Article IV and (c) to the extent any such property is sold, assigned, leased, conveyed, transferred or otherwise disposed of in the ordinary course of Borrower’s or such Restricted Person’s business on terms negotiated in good faith and on an arms-length basis. Notwithstanding the foregoing, in no event may Borrower sell, assign or otherwise dispose of any Collateral under Section 363(fEquity of a Subsidiary or permit any Subsidiary to sell, assign or otherwise dispose of any of its assets (or enter into an agreement to do any of the foregoing), in each case in connection with a Clean Coal Transaction, unless Borrower has granted to Lender first and prior Liens (subject only to Permitted Liens described in clause (a) of the Bankruptcy Code that has been consented definition of Permitted Liens) in all such Equity owned by Borrower (and any and all Equity-related collateral) pursuant to by the Designated Senior-Priority Collateral Agent (acting at the written direction of the requisite number of Senior-Priority Holders as determined in accordance with the applicable Senior-Priority Documents); provided, however, that, (i) provisions of Article IV and the proceeds Clean Coal Transaction Requirements are satisfied as of immediately following consummation of such sale, lease, license, exchange, transfer or other disposition of any Collateral shall be applied to the Senior-Priority Debt or the Junior-Priority Debt in accordance with Section 4.1, or if not so applied, the Liens of such Junior-Priority Collateral Agent in such Collateral shall attach to the proceeds of such disposition subject to the relative priorities set forth in Section 2.1 hereof and (ii) the Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent are not deemed to have waived any rights to credit bid on the Collateral in any such disposition in accordance with Section 363(k) of the Bankruptcy Code, so long as any such credit bid provides for the payment in full in cash of all Senior-Priority DebtClean Coal Transaction.

Asset Dispositions. Except as otherwise set forth below, until Until the Discharge of Senior-Priority Debt ABL Obligations has occurred, each Junior-Priority Collateral AgentTerm Representative, for itself and on behalf of the other Junior-Priority Term Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agentthat it represents, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Junior-Priority Term Secured Parties will not object to or oppose (or support any Person in objecting to or opposing) a motion with respect to for any sale, lease, license, exchange, transfer or other disposition Disposition of any ABL Priority Collateral free and clear of the Liens of any Junior-Priority Collateral Agent Term Representatives and the other Junior-Priority Term Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent or other claims under Section 363 Sections 363, 365 or 1129 of the Bankruptcy Code, or any comparable provision of any Bankruptcy Law (and including any motion for bid procedures or other procedures related to the Disposition of any ABL Priority Collateral that is the subject of such motion), and shall be deemed to have consented to any such sale, lease, license, exchange, transfer or other disposition Disposition of any ABL Priority Collateral under Section 363(f) of the Bankruptcy Code or any comparable provision of any Bankruptcy Law that has been consented to by the Designated Senior-Priority Collateral Agent (acting at the written direction of the requisite number of Senior-Priority Holders as determined in accordance with the applicable Senior-Priority Documents)ABL Agent; provided, however, that, (i) the proceeds Proceeds of such sale, lease, license, exchange, transfer or other disposition Disposition of any Collateral shall to be applied to the Senior-Priority Debt ABL Obligations or the Junior-Priority Debt Term Obligations are applied in accordance with Section 4.15.2, or if not so applied, (ii) the ABL Agent and the ABL Secured Parties have consented to such Disposition of ABL Priority Collateral and (iii) the Liens of such Junior-Priority Collateral the Term Agent in such Collateral shall and Term Secured Parties will attach to the proceeds Proceeds of such disposition subject to the relative Disposition in the same respective priorities set forth in Section 2.1 hereof and (ii) the Junior-Priority this Agreement. The Term Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent are not deemed to agree that the ABL Secured Parties shall have waived any rights the right to credit bid on the Collateral in any such disposition in accordance with under Section 363(k) of the Bankruptcy CodeCode with respect to, so long as or otherwise object to any such sale, transfer, or other disposition of the ABL Priority Collateral, provided that Term Secured Parties shall not be deemed to have agreed to any credit bid provides for by the payment ABL Secured Parties in full in cash connection with the sale, transfer, or other disposition of all Senior-Collateral consisting of both ABL Priority DebtCollateral and Term Priority Collateral.

Asset Dispositions. Except as otherwise set forth below, until the Discharge of Senior-Priority Debt has occurred, each Junior-Priority Collateral Agent, for itself and on behalf of the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Junior-Priority Secured Parties The Borrower will not object to make or oppose (permit or support any Person in objecting to or opposing) a motion with respect consent to any sale, lease, license, exchange, transfer or other disposition of any Collateral free and clear of the Liens of any Junior-Priority Collateral Agent and the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any Bankruptcy Law and shall be deemed to have consented to any such sale, lease, license, exchange, transfer or other disposition of any Collateral under Section 363(f) of the Bankruptcy Code Asset Disposition; provided that has been consented to by the Designated Senior-Priority Collateral Agent (acting at the written direction of the requisite number of Senior-Priority Holders as determined in accordance with the applicable Senior-Priority Documents); provided, however, that, (i) the proceeds Borrower may make or permit or consent to any Asset Disposition by way of Event of Loss or Condemnation, so long as the Net Cash Proceeds of such sale, lease, license, exchange, transfer Asset Disposition shall have or other disposition of any Collateral upon receipt shall be applied delivered to the Senior-Priority Debt Depositary to be deposited into the Net Cash Proceeds Account, Modifications and Improvements Account or the Junior-Priority Debt Substitution Account in accordance with Section 4.16.09 , or if not so applied, the Liens of such Junior-Priority Collateral Agent in such Collateral shall attach to the proceeds of such disposition subject to the relative priorities set forth in Section 2.1 hereof and (ii) the Junior-Priority Secured Parties Borrower may make or permit or consent to any Permitted Discretionary Sale (including in connection with respect a Securitization) if the Net Cash Proceeds of such Asset Disposition have or simultaneously therewith be delivered to which such Junior-Priority Collateral Agent is acting as Agent are not deemed the Depositary to have waived any rights to credit bid on be deposited into the Collateral in any such disposition Net Cash Proceeds Account or Substitution Account in accordance with Section 363(k6.09 , (iii) the Borrower shall make or permit or consent to any Asset Disposition required by the Collateral Agent in accordance with Section 6.17 and (iv) the Borrower may make or permit or consent to any Asset Disposition not otherwise described in clauses (i) , (ii) or (iii) of this paragraph at the Bankruptcy Code, so long as any such credit bid provides for direction of the payment in full in cash Required Lenders (provided that the aggregate sum of the Original Values of all Senior-Priority DebtRailcars that the Borrower sells or exchanges in all sales or exchanges of Railcars (including sales pursuant to a Lessee purchase option and including Asset Dispositions described in this clause (iv) ) from the Closing Date until (and including) the Expected Maturity Date in order to purchase Replacement Railcars, does not exceed 20% of the Aggregate Original Value of all the Railcars in the Portfolio as of the Closing Date). Upon consummation of an Asset Disposition permitted under this Section 7.05 , the Collateral Agent shall (to the extent applicable) deliver to the Borrower, upon the Borrower’s request and at the Borrower’s expense, such documentation as is reasonably necessary to evidence the release of the Collateral Agent’s security interests, if any, in the assets being disposed of, including amendments or terminations of Uniform Commercial Code Financing Statements, if any.

Asset Dispositions. Except as otherwise set forth below, until the Discharge of Senior-Priority Debt has occurred, each Junior-Priority Collateral AgentTrustee, for itself and on behalf of the Pari Passu Lien Representatives and the other Junior-Priority Secured Parties Pari Passu Lien Claimholders with respect to which such Junior-Priority Collateral Agent Trustee is acting as Agent, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Junior-Priority Secured Parties Pari Passu Lien Claimholders will not object to or oppose (or support any Person in objecting to or opposing) a motion with respect to any sale, lease, license, exchange, transfer or other disposition of any Collateral free and clear of the Liens of any Junior-Priority each Collateral Agent Trustee and the Pari Passu Lien Representatives and the other Junior-Priority Secured Parties Pari Passu Lien Claimholders, with respect to which such Junior-Priority Collateral Agent Trustee is acting as Agent Agent, or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any Bankruptcy Law and shall be deemed to have consented to any such sale, lease, license, exchange, transfer or other disposition of any Collateral under Section 363(f) of the Bankruptcy Code that has been consented to by the Designated Senior-Priority First Lien Debt Collateral Agent (acting at the written direction of the requisite number of Senior-Priority Holders as determined in accordance with the applicable Senior-Priority Documents)Agent; provided, however, provided that, (i) the proceeds of such sale, lease, license, exchange, transfer or other disposition of any Collateral shall be applied to the Senior-Priority First Lien Debt or the Junior-Priority Pari Passu Lien Debt in accordance with Section 4.1, or if not so applied, the Liens of such Junior-Priority any Collateral Agent Trustee in such Collateral shall attach to the proceeds of such disposition subject to the relative priorities set forth in the ABL Intercreditor Agreement, if applicable, and Section 2.1 hereof and (ii) the Junior-Priority Secured Parties Pari Passu Lien Claimholders with respect to which such Junior-Priority Collateral Agent Trustee is acting as Agent are not deemed to have waived any rights to credit bid on the Collateral in any such disposition in accordance with Section 363(k) of the Bankruptcy Code, so long as any such credit bid provides for the payment in full in cash of all Senior-Priority First Lien Debt.

Asset Dispositions. Except as otherwise set forth belowThe Company shall not make, until the Discharge of Senior-Priority Debt has occurred, each Junior-Priority Collateral Agent, for itself and on behalf of the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Junior-Priority Secured Parties will not object to or oppose (or support any Person in objecting to or opposing) a motion with respect to any sale, lease, license, exchange, transfer or other disposition of any Collateral free and clear of the Liens of any Junior-Priority Collateral Agent and the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any Bankruptcy Law and shall be deemed not permit any Restricted Subsidiary to have consented to make, any such sale, lease, license, exchange, transfer or other disposition of any Collateral under Section 363(f) of the Bankruptcy Code that has been consented to by the Designated Senior-Priority Collateral Agent (acting at the written direction of the requisite number of Senior-Priority Holders as determined in accordance with the applicable Senior-Priority Documents); provided, however, that, Asset Disposition unless: (i) the proceeds Company (or such Restricted Subsidiary, as the case may be) receives consideration at the time of such saledisposition at least equal to the fair market value of the shares or the assets disposed of, leaseas determined in good faith by the Board of Directors, license, exchange, transfer for any transaction (or series of transactions) involving in excess of $10 million and not involving the sale of equipment or other disposition assets specifically contemplated by the Company’s capital expenditure budget previously approved by the Board of Directors; (ii) at least 75% (or any Collateral shall be applied to lesser amount as provided below) of the Senior-Priority consideration received by the Company (or such Restricted Subsidiary) consists of (A) cash or readily marketable cash equivalents, (B) the assumption of Debt or other liabilities reflected on the Junior-Priority Debt consolidated balance sheet of the Company and its Restricted Subsidiaries in accordance with Section 4.1generally accepted accounting principles (excluding Debt or any other liabilities subordinate in right of payment to the Notes) and release from all liability on such Debt or other liabilities assumed, (C) assets used in, or if not so appliedstock or other ownership interests in a Person that upon the consummation of such Asset Disposition becomes a Restricted Subsidiary and will be principally engaged in, the Liens business of the Company or any of its Restricted Subsidiaries as such business is conducted immediately prior to such Asset Disposition, (D) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of cash and Cash Equivalents received), (E) any Designated Noncash Consideration received pursuant to this clause (E) that is at the time outstanding, not to exceed 15% of Consolidated Total Assets at the time of the receipt of such Junior-Priority Collateral Agent Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value), or (F) any combination thereof; and (iii) 100% of the Net Available Proceeds from such Collateral shall attach Asset Disposition (including from the sale of any marketable cash equivalents received therein) are applied by the Company or a Restricted Subsidiary as follows: (A) first, within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Proceeds, to repayment of Debt of the Company or its Restricted Subsidiaries then outstanding under the Credit Facility which would require such application or which would prohibit payments pursuant to clause (B); (B) second, to the proceeds extent Net Available Proceeds are not required to be applied as specified in clause (A), to purchases of outstanding Notes and other Debt of the Company that ranks pari passu in right of payment to the Notes (on a pro rata basis based upon the outstanding aggregate principal amount thereof) pursuant to an Offer to Purchase (to the extent such disposition an offer is not prohibited by the terms of the Credit Facility then in effect) at a purchase price equal to 100% of the principal amount thereof plus accrued interest to the date of purchase (subject to the relative priorities set forth rights of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the purchase date); and (C) third, to the extent of any remaining Net Available Proceeds following completion of such Offer to Purchase, to any other use as determined by the Company which is not otherwise prohibited by this Eighteenth Supplemental Indenture, and provided further that the 75% limitation referred to in Section 2.1 hereof and clause (ii) above shall not apply to any Asset Disposition if the Juniorconsideration received therefrom, as determined in good faith by the Company’s Board of Directors, is equal to or greater than what the after-Priority Secured Parties tax proceeds would have been had the Asset Disposition complied with respect the aforementioned 75% limitation. Notwithstanding the foregoing, the Company shall not be required to which such Junior-Priority Collateral Agent is acting as Agent are not deemed to have waived any rights to credit bid on comply with the Collateral provisions described in any such disposition in accordance with Section 363(kclause (iii) of the Bankruptcy Codepreceding paragraph: (i) if the Net Available Proceeds (“Reinvested Amounts”) are invested or committed to be invested within one year from the later of the date of the related Asset Disposition or the receipt of such Net Available Proceeds in assets that will be used in the business of the Company or any of its Restricted Subsidiaries as such business is conducted prior to such Asset Disposition (determined by the Board of Directors in good faith) or (ii) to the extent the Company elects to redeem the Notes with the Net Available Proceeds pursuant to any of the provisions of subsection (5) of this Section 1.01. Notwithstanding the foregoing, so long as the Company shall not be required to comply with the requirements described in clause (ii) of the second preceding paragraph if the Asset Disposition is an Excepted Disposition. Any Offer to Purchase pursuant to this subsection 12(a) shall be effected by the sending of the written terms and conditions thereof (the “Offer Document”) by the Company, by first class mail, to Holders of the Notes within 30 days after the date which is one year after the later of the date of consummation of the Asset Disposition referred to in this subsection 12(a) or the receipt of the Net Available Proceeds from such Asset Disposition. The aggregate principal amount of the Notes to be offered to be purchased pursuant to the Offer to Purchase shall equal the Net Available Proceeds required to be made available therefor pursuant to clause (iii)(B) of this subsection 12(a) (rounded down to the next lowest integral multiple of $1,000). Each Holder shall be entitled to tender all or any portion of the Notes owned by such credit bid provides for Holder pursuant to the payment Offer to Purchase, subject to the requirement that any portion of a Note tendered must be tendered in full in cash an integral multiple of all Senior-Priority Debt$1,000 principal amount.

Asset Dispositions. Except as otherwise set forth below, until Until the Discharge of Senior-Priority Debt Term Obligations has occurred, each Junior-Priority Collateral ABL Agent, for itself and on behalf of the other Junior-Priority ABL Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as AgentParties, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Junior-Priority ABL Secured Parties will not object to or oppose (or support any Person in objecting to or opposing) a motion with respect to any sale, lease, license, exchange, transfer or other disposition Disposition of any Term Priority Collateral free and clear of the Liens of any Junior-Priority Collateral ABL Agent and the other Junior-Priority ABL Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent or other claims under Section 363 Sections 363, 365 or 1129 of the Bankruptcy Code, or any comparable provision of any Bankruptcy Law (and including any motion for bid procedures or other procedures related to the Disposition that is the subject of such motion), and shall be deemed to have consented to any such sale, lease, license, exchange, transfer or other disposition Disposition of any Term Priority Collateral under Section 363(f) of the Bankruptcy Code that has been consented to by the Designated Senior-Priority Collateral Agent (acting at the written direction of the requisite number of Senior-Priority Holders as determined in accordance with the applicable Senior-Priority Documents)Term Representative; provided, however, that, (i) the proceeds Proceeds of such sale, lease, license, exchange, transfer or other disposition Disposition of any Collateral shall to be applied to the Senior-Priority Debt ABL Obligations or the Junior-Priority Debt Term Obligations are applied in accordance with Section 4.15.1, or if not so applied, (ii) the Term Agent and the Term Secured Parties have consented to such Disposition of Term Priority Collateral and (iii) the Liens of such Junior-Priority Collateral the ABL Agent in such Collateral shall and ABL Secured Parties will attach to the proceeds Proceeds of such disposition subject to the relative Disposition in the same respective priorities set forth in Section 2.1 hereof and (ii) the Junior-Priority this Agreement. The ABL Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent are not deemed to agree that the Term Secured Parties shall have waived any rights the right to credit bid on the Collateral in any such disposition in accordance with under Section 363(k) of the Bankruptcy CodeCode with respect to, so long as or otherwise object to any such sale, transfer, or other disposition of the Term Priority Collateral, provided that ABL Secured Parties shall not be deemed to have agreed to any credit bid provides for by the payment Term Secured Parties in full in cash connection with the sale, transfer, or other disposition of all Senior-Collateral consisting of both ABL Priority DebtCollateral and Term Priority Collateral.

Asset Dispositions. Except as otherwise set forth belowpermitted by Section 7.02, until the Discharge of Senior-Priority Debt has occurredsell, each Junior-Priority Collateral Agenttransfer, for itself and on behalf of the lease, contribute or otherwise convey, or grant options, warrants or other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Junior-Priority Secured Parties will not object to or oppose (or support any Person in objecting to or opposing) a motion rights with respect to any sale, lease, license, exchange, transfer or other disposition of its assets (including accounts receivable and capital stock of any Collateral free and clear of its Material Subsidiaries), or enter into a reinsurance contract that has the effect of selling, transferring or contributing all or substantially all of the Liens of rights or benefits under its insurance policies, to any JuniorPerson who is not a wholly-Priority Collateral Agent and the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent or other claims under Section 363 owned Subsidiary (any of the Bankruptcy Codeforegoing, or any comparable provision of any Bankruptcy Law and shall be deemed to have consented to any such sale, lease, license, exchange, transfer or other disposition of any Collateral under Section 363(f) of the Bankruptcy Code that has been consented to by the Designated Senior-Priority Collateral Agent (acting at the written direction of the requisite number of Senior-Priority Holders as determined in accordance with the applicable Senior-Priority Documentsan “Asset Disposition”); provided, however, thatthat the Borrower and its Material Subsidiaries may consummate Asset Dispositions (other than Assets Dispositions of Collateral) (a) in the ordinary course of their business in an aggregate amount not to exceed $10,000,000 over the term of this Agreement, (ib) of FGIC Company and Ram Re Company, (c) of Investments permitted pursuant to Section 7.07 in the proceeds ordinary course of such sale, lease, license, exchange, transfer their business or (d) other disposition of any Collateral shall be applied to the Senior-Priority Debt or the Junior-Priority Debt in accordance with Section 4.1, or if not so applied, the Liens of such Junior-Priority Collateral Agent in such Collateral shall attach to the proceeds of such disposition subject to the relative priorities set forth in Section 2.1 hereof and (ii) the Junior-Priority Secured Parties than with respect to which a disposition of FGIC Company or Ram Re Company, to the extent such Junior-Priority Collateral Agent is acting Asset Disposition satisfies each of the following conditions: (A) the purchase price shall be payable by the purchaser at the time of consummation of such Asset Disposition and such purchase price shall not be less than the fair market value (as Agent are not deemed to have waived any rights to credit bid on determined in good faith by the Collateral in any such disposition in accordance with Section 363(kBoard of Directors of the Borrower) of the Bankruptcy Codeassets subject to such Asset Disposition, so long as any (B) at least 80% of the aggregate consideration payable by the purchaser in respect such credit bid provides for the payment in full Asset Disposition shall be in cash and (C) the terms of such Asset Disposition shall otherwise be arms-length in all Senior-Priority Debtrespects; provided, further, however, that the Borrower and its Material Subsidiaries shall not consummate any Asset Disposition under this clause (d) prior to the Shared Collateral Delivery Date. For the avoidance of doubt, this Section 7.03 shall not be applicable to an ISDA credit support annex (or similar document) entered into as credit support for any Swap Contract permitted under the terms of this Agreement.”

Asset Dispositions. Except as otherwise set forth below, until (a) Until the Discharge of Senior-Priority Debt ABL Obligations has occurred, each Junior-Priority Fixed Asset Collateral Agent, for itself and on behalf of the each other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as AgentFixed Asset Claimholder represented by it, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Junior-Priority Secured Parties Fixed Asset Claimholders will not seek consultation rights in connection with, and will not object to or oppose (or support any Person in objecting to or opposing) a motion with respect to for any sale, lease, license, exchange, transfer or other disposition Disposition of any ABL Priority Collateral free and clear of the Liens of any Junior-Priority Fixed Asset Collateral Agent Agents and the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent Fixed Asset Claimholders or other claims under Section 363 Sections 363, 365, 1129 or 1141 of the Bankruptcy Code, or any comparable provision of any Bankruptcy Law Law, and shall be deemed to have consented to any such sale, lease, license, exchange, transfer or other disposition Disposition of any ABL Priority Collateral under Section 363(f) of the Bankruptcy Code that has been consented to by the Designated Senior-Priority each ABL Collateral Agent (acting at the written direction of the requisite number of Senior-Priority Holders as determined in accordance with the applicable Senior-Priority Documents)Agent; provided, however, that, (i) provided that the proceeds of such sale, lease, license, exchange, transfer or other disposition Disposition of any Collateral shall to be applied to the Senior-Priority Debt ABL Obligations or the Junior-Priority Debt Fixed Asset Obligations are applied in accordance with Section 4.1, or if not so appliedSections 4.1 and 4.2. The foregoing to the contrary notwithstanding, the Liens Fixed Asset Claimholders may oppose or raise any objections to such Disposition of such Junior-ABL Priority Collateral Agent in that could be raised by a creditor of Grantors whose claims are not secured by Liens on such ABL Priority Collateral shall attach (including an opposition or objection to the proceeds proposed bidding procedures), are not based on their status as secured creditors and are not otherwise in contravention of such disposition subject this Agreement (without limiting the foregoing, the Fixed Asset Claimholders may not oppose or raise any objections to the relative priorities set forth in Section 2.1 hereof and extent based on rights afforded by Sections 363(e), (iif), (m) the Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent are not deemed to have waived any rights to credit bid on the Collateral in any such disposition in accordance with Section 363(kor (n) of the Bankruptcy Code, so long as Code to secured creditors (or any comparable provision of any other Bankruptcy Law) with respect to the Liens granted to the Fixed Asset Collateral Agents in respect of such credit bid provides for the payment in full in cash of all Senior-Priority Debtassets).