Asset Dispositions; Event of Loss. Subject to Section 2.06(f)(i) below:

Asset Dispositions. Make any Asset Disposition, except:

Asset Dispositions. Until the Discharge of First Lien Debt has occurred, the Second Lien Secured Parties shall consent and not otherwise object to a sale or other disposition of any Collateral under the Bankruptcy Code, including [Sections 363, 365 and 1129]9]9] or under any comparable provision of any other Bankruptcy Law, free and clear of any Liens thereon securing Second Lien Debt (and including any motion for bid or other procedures relating to such sale or disposition), if the First Lien Secured Parties have consented to such sale or other disposition (or such procedures) so long as the net cash proceeds are applied # pursuant to court order such that

Asset Dispositions. (A) If # any member of the Restricted Group Disposes of any property or assets (other than any Disposition # to a Loan Party or # by a Restricted Subsidiary that is not a Loan Party to another Restricted Subsidiary that is not a Loan Party) pursuant to [Section 7.05(f)(ii), (k), (l), (p), (q) or (r)(ii), or (y)])])])])])])] any Casualty Event occurs, and any transaction or series of related transactions described in the [foregoing clauses (x) and (y)])] results in the receipt by members of the Restricted Group of aggregate Net Cash Proceeds in excess of $10,000,000 in any fiscal year (any such transaction or series of related transactions resulting in Net Cash Proceeds being a “Relevant Transaction”), # the Borrower shall give written notice to the Administrative Agent thereof promptly after the date of receipt of such Net Cash Proceeds and # except to the extent the Borrower elects in such notice to reinvest all or a portion of such Net Cash Proceeds in accordance with [Section 2.05(b)(i)(B)], the Borrower shall prepay, subject to [Section 2.05(b)(vii)], an aggregate principal amount of Term Loans in an amount equal to all Net Cash Proceeds received from such Relevant Transaction within 15 Business Days of receipt thereof by such member of the Restricted Group; provided that the Borrower may use a portion of the Net Cash Proceeds received from such Relevant Transaction to prepay or repurchase any other Indebtedness that is secured by the Collateral on a first lien “equal and ratable” basis with Liens securing the Obligations to the extent such other Indebtedness and the Liens securing the same are permitted hereunder and the documentation governing such other Indebtedness requires such a prepayment or repurchase thereof with the proceeds of such Relevant Transaction, to the extent not deducted in the calculation of Net Cash Proceeds, in each case in an amount not to exceed the product of # the amount of such Net Cash Proceeds and # a fraction, the numerator of which is the outstanding principal amount of such other Indebtedness (or to the extent such amount is not in Dollars, such equivalent amount of such Indebtedness converted into Dollars as determined in accordance with [Section 1.08] and [Section 3.02]) and the denominator of which is the aggregate outstanding principal amount of Term Loans and such other Indebtedness (or to the extent such amount is not in Dollars, such equivalent amount of such Indebtedness converted into Dollars as determined in accordance with [Section 1.08] and [Section 3.02]).

Event of Loss. No Event of Loss or Material Damage with respect to the Aircraft shall have occurred since the issuance of the Technical Acceptance Certificate to Buyer;

all net after-tax gain, loss, expense or charge attributable to business dispositions and asset dispositions other than in the ordinary course of business (as determined in good faith by the Borrower Representative) will be excluded;

Dispositions. Within three Business Days after the date of receipt during a Cash Dominion Period by any Loan Party or any of its Restricted Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition of assets of any Loan Party or any of its Restricted Subsidiaries (including Net Cash Proceeds of insurance or arising from casualty losses or condemnations and payments in lieu thereof, Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with [Section 2.4(f)] in an amount equal to the lesser of # 100% of such Net Cash Proceeds received by such Person in connection with such sales or dispositions and # the amount necessary to cause Excess Availability to equal or exceed 15% of the Maximum Revolver Amount.

Dispositions. To the extent any Advances are outstanding at such time, within one (1) Business Day of the date of receipt by any Loan Party of the Net Cash Proceeds in excess of $500,000 in the aggregate during the term of this Agreement (or all such proceeds at any time while an Event of Default exists) of any voluntary or involuntary sale or disposition by any Loan Party of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), or (g) of the definition of Permitted Dispositions), such Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f) in an amount equal to one hundred percent (100%) of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided, that, # on the date of any such sale or other disposition arising from casualty losses or condemnation proceedings and after giving effect thereto, no Default or Event of Default exists or shall have occurred and be continuing, # such Borrower shall have given Agent prior written notice of such Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition arising from casualty losses or condemnation proceedings or the cost of purchase or construction of other assets useful in the business of such Borrower or its Subsidiaries, # the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and # such Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within one hundred eighty (180) days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition arising from casualty losses or condemnation proceedings shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in [clause (C) above] shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, that, no Loan Party nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $2,000,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(ii) shall permit any Loan Party to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make any Disposition, except:

Asset Acquisitions. In addition to payment of the Montage Termination Fee as provided in [Section 2], Montage also hereby agrees, that during the applicable Exclusivity Period (as defined below), it shall consider, and negotiate in good faith with respect to, any offer or offers made by Marigold (or its designated Affiliate) to purchase substantially all of the assets of Montage and its Affiliates primarily used or held for use in connection with the business and operation of the television broadcast stations set forth on [Schedule A] (the “Station Assets” and “Station Acquisitions”) and digital businesses set forth on [Schedule B] (the “Digital Assets”)and “Digital Asset Acquisitions”). The “Exclusivity Period” shall mean with respect to the Station Assets, 30 days following the date of this Agreement; and with respect to the Digital Assets, 60 days following the date of this Agreement.

Holdings shall not, and shall not permit any of its Restricted Subsidiaries to consummate an Asset Sale, unless:

In the event the Gross Asset Value of any Company asset is adjusted pursuant to [[subparagraph (b) or (d)])]])] of the definition of Gross Asset Value hereof, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profits or Losses;

Dispositions, including Asset Swaps, of any Oil and Gas Properties which are not Borrowing Base Properties;

Dispositions of Property or Asset Sales in compliance with ‎[Section 6.06] (other than [clause (g)] thereof);

any net income from disposed, abandoned, closed or discontinued operations or attributable to business dispositions or asset dispositions (other than in the ordinary course of business) as determined in good faith by the Borrower; and

Disposition of Assets At any time a Restriction Trigger Period is in effect or would result therefrom, make any Asset Disposition, except # a Permitted Asset Disposition, # Asset Dispositions of certain Accounts and certain related assets of Supplier or other Borrower in respect of the CNH Group Account Debtors or other vendors pursuant to the CNH Supplier Agreement or a similar Vendor Financing Agreement, or # a transfer of Property by a Subsidiary or Borrower to a Borrower; provided that, in the case of [clause (c)], if Collateral is transferred, then such transfer shall only be permitted if Agent maintains a first priority perfected security interest in the Collateral transferred. The Borrower Agent shall provide prompt written notice to Agent of any Asset Disposition consummated by a Borrower (describing in reasonable detail such Asset Disposition) other than with respect to Permitted Asset Dispositions. For the avoidance of doubt, unless a Restriction Trigger Period exists or would result therefrom, there shall be no limitation on Asset Dispositions by Borrowers.

If the Borrower or any of its Subsidiaries shall at any time or from time to time make an Asset Disposition or suffer an Event of Loss, then # the

Asset Dispositions of equipment or real property to the extent that # such Asset Disposition is in the ordinary course of business and (ii) (A) such property is exchanged for credit against the purchase price of similar replacement property or # the proceeds of such Asset Disposition are reasonably promptly applied to the purchase price of other equipment or real property; # Asset Dispositions by the Borrower to any Subsidiary or by any Subsidiary to the Borrower or to another Subsidiary; provided that, if the transferor in such Asset Disposition is a Loan Party, the transferee must be a Loan Party or such Asset Disposition must comply with [[Sections 6.05 and 6.08]8]], as applicable; # [Reserved];

any gains from Asset Dispositions, any extraordinary gains and any gains from discontinued operations included in the determination of Consolidated Net Income.