Common use of Asset Dispositions Clause in Contracts

Asset Dispositions. None of the Borrower Entities shall, directly or indirectly, sell, lease, convey, transfer or otherwise dispose (including via any sale and leaseback transaction) of any of its non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories): (i) Sales of inventory in the ordinary course of their businesses; (ii) Sales or dispositions of damaged, worn, obsolete, or other unneeded assets in the ordinary course of their businesses for not less than Fair Market Value; (iii) Sales or other dispositions of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions of the entities listed on Schedule 5.02(c)(v); provided, however, that in connection with any sale or other disposition of substantially all of the Equity Securities and/or substantially all of the assets of Atlanta AG, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied to the prepayment of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date of the Permitted Asset Disposition pursuant to this clause (vii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that in the aggregate are equal to or less than $5,000,000 for such fiscal year.

Asset Dispositions. None Make any Asset Disposition, except: (a) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the Borrower Entities shall, directly or indirectly, sell, lease, convey, transfer or otherwise dispose (including via any sale and leaseback transaction) of any of its non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories):Restricted Subsidiaries; (i) Sales non-exclusive licenses and sublicenses of inventory intellectual property rights in the ordinary course of their businesses; business not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Borrower and its Subsidiaries, (ii) Sales exclusive licenses and sublicenses of intellectual property rights and other Asset Dispositions with respect to intellectual property granted or dispositions of damaged, worn, obsolete, or other unneeded assets made in the ordinary course of their businesses for business consistent with past practice or (iii) exclusive licenses and sublicenses, assignments of intellectual property rights and other Asset Dispositions with respect to intellectual property granted or made in the exercise of the Borrower’s reasonable business judgment, where such exclusive license, assignment or other Asset Disposition is not less than Fair Market Valuereasonably expected to have a Material Adverse Effect; (iiic) Sales leases, subleases, licenses or other dispositions sublicenses of Investments real or personal property granted by the Borrower or any of its Restricted Subsidiaries to others in the ordinary course of business not interfering in any material respect with the business of the Borrower or any of its Restricted Subsidiaries; (d) Asset Dispositions in connection with Insurance and Condemnation Events; provided that the requirements of Section 4.4(b) are complied with in connection therewith; (e) Assets Dispositions in connection with transactions expressly permitted by Section 5.02(e)(ii9.4; (f) for Asset Dispositions not less than Fair Market Valueotherwise permitted pursuant to this Section; provided that (i) at the time of such Asset Disposition, no Event of Default shall have occurred exist or would result from such Asset Disposition and (ii) such Asset Disposition is made for Fair Market Value and the consideration received shall not be continuing; (iv) [Intentionally Omitted]; (v) Sales less than 75% in cash or other dispositions of the entities listed on Schedule 5.02(c)(v); provided, however, that in connection with any sale or other disposition of substantially all of the Equity Securities and/or substantially all of the assets of Atlanta AG, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii)Cash Equivalents; and (viig) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds Asset Dispositions of which are applied to the prepayment accounts receivable transferred as part of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such a Permitted Asset Disposition and no later than the date of the Permitted Asset Disposition pursuant to this clause (vii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that in the aggregate are equal to or less than $5,000,000 for such fiscal year/R Financing.

Asset Dispositions. None of the Borrower Entities shall(i) Subject to Section 2.10(c)(iii) and Section 2.10(j), directly within five Business Days after any Net Proceeds are received by or indirectly, sell, lease, convey, transfer or otherwise dispose (including via any sale and leaseback transaction) on behalf of any Wireline Company in respect of its non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales and the following (“Permitted any Asset Dispositions”), which Permitted Disposition other than an Applicable Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset DispositionsDisposition, the Borrower may designate which category the asset disposition qualifies for without shall prepay Term Borrowings in an aggregate amount equal to such asset disposition counting against other categories): (i) Sales of inventory in the ordinary course of their businesses;Net Proceeds. (ii) Sales Subject to Section 2.10(c)(iii) and Section 2.10(j), within five Business Days after any Net Proceeds of an Applicable Asset Disposition (any such Net Proceeds, “Applicable Net Proceeds”) are received by or dispositions on behalf of damaged, worn, obsolete, or other unneeded assets in the ordinary course of their businesses for not less than Fair Market Value; (iii) Sales or other dispositions of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions of the entities listed on Schedule 5.02(c)(v); provided, however, that in connection with any sale or other disposition of substantially all of the Equity Securities and/or substantially all of the assets of Atlanta AGWireline Company, the Borrower shall prepay Term Borrowings in an aggregate amount equal to (A) if and to the extent such Applicable Net Proceeds are otherwise required to be applied to prepay, repay or repurchase (or to offer to prepay, repay or repurchase) any Restricted Indebtedness (other than the Applicable Indebtedness), the amount of such Applicable Net Proceeds required to be so applied; and (B) without duplication of any amounts described in Pro Forma Compliance clause (A), an amount equal to the Financing Percentage times such Applicable Net Proceeds; provided that solely with all Financial Covenants after giving effect respect to this Section 2.10(c)(ii)(B), the Wireline Companies may, not later than five Business Days following the receipt of such Applicable Net Proceeds, apply up to the Financing Percentage times such Applicable Net Proceeds to repay the Applicable Indebtedness incurred with respect to such sale or disposition Applicable Asset Disposition, and no later than the date any amount of any such sale or disposition, the Borrower Applicable Net Proceeds so applied shall deliver not be required to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are be applied to the prepayment of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date of the Permitted Asset Disposition pursuant to this clause (vii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that in the aggregate are equal to or less than $5,000,000 for such fiscal yearTerm Borrowings.

Asset Dispositions. None of the Borrower Entities shall(a) The Company shall not, directly or indirectly, sell, lease, convey, transfer or otherwise dispose (including via any sale and leaseback transaction) of shall not permit any of its non-cash assets Restricted Subsidiaries to, consummate any Asset Disposition unless: (1) the Company or propertysuch Restricted Subsidiary, whether now owned or hereafter acquiredas the case may be, except for Permitted Sales and receives consideration at least equal to the following Fair Market Value (“Permitted such Fair Market Value to be determined on the date of contractually agreeing to such Asset Dispositions”), which Permitted Asset Dispositions may fall within any one Disposition) of the following categories (whether or not shares and assets subject to such Permitted Asset Dispositions could fall within one or more other categories Disposition; and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories): (i2) Sales at least 75% of inventory the consideration from such Asset Disposition received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the requirement in this clause (2) shall not apply to (x) any Asset Swap or (y) the sale or issuance by a Foreign Subsidiary of Equity Interests in the ordinary course of business (whether or not consistent with past practice) to directors, employees, management, consultants or advisors of such Foreign Subsidiary in connection with agreements to compensate such persons approved by a majority of the disinterested members of the Board of Directors of such Foreign Subsidiary. For the purposes of clause (2) above and for no other purpose, the following shall be deemed to be cash: (1) any liabilities (as shown on the Company’s consolidated balance sheet, or if Incurred, accrued or increased subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Company’s consolidated balance sheet if such Incurrence, accrual or increase had taken place on or prior to the date of such balance sheet, as determined by the Company in good faith) of the Company or any Restricted Subsidiary (other than liabilities that are by their businessesterms subordinated to the Notes or the Note Guarantees) that are assumed by the transferee of any such assets in writing or are otherwise extinguished in connection with the transactions relating to such Asset Disposition and from which the Company and all Restricted Subsidiaries no longer have any obligations with respect to such liabilities or are indemnified against further liabilities; (2) any securities, notes or other obligations received by the Company or any Restricted Subsidiary in such Asset Disposition that are converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of such Asset Disposition; and (3) any Designated Non-cash Consideration received by the Company or any Restricted Subsidiary in such Asset Disposition having an aggregate Fair Market Value that, when taken together with all other Designated Non-cash Consideration previously received pursuant to this clause (3) that is at that time outstanding, does not exceed the greater of $250.0 million and 5.0% of Consolidated Total Assets (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) Within 450 days from the receipt of such Net Available Cash, an amount equal to 100% of the Net Available Cash from such Asset Disposition may be applied by the Company or any Restricted Subsidiary as follows: (1) to repay (and, in the case of revolving Indebtedness, permanently reduce commitments with respect thereto): (i) Secured Indebtedness of the Company or a Guarantor under a Debt Facility to the extent such Secured Indebtedness was Incurred under Section 4.09(b)(1)); (ii) Sales Secured Indebtedness of the Company or dispositions a Guarantor (other than any Disqualified Stock, Subordinated Obligations or Guarantor Subordinated Obligations, as the case may be) other than Indebtedness owed to the Company or an Affiliate of damagedthe Company; or (iii) Indebtedness of a Non-Guarantor Subsidiary (other than any Disqualified Stock), worn, obsolete, other than Indebtedness owed to the Company or other unneeded assets in an Affiliate of the ordinary course of their businesses for not less than Fair Market ValueCompany; (iii2) Sales to repay (and, in the case of revolving Indebtedness, permanently reduce commitments with respect thereto) other Indebtedness of the Company (other than any Disqualified Stock or Subordinated Obligations) or Indebtedness of a Guarantor (other dispositions than any Disqualified Stock or Guarantor Subordinated Obligations), in each case other than Indebtedness owed to the Company or an Affiliate of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Valuethe Company; provided that no Default the Company shall have occurred equally and be continuingratably reduce Obligations under the Notes, as provided in Section 3.07, through open market purchases at or above 100% of the principal amount thereof or by making an offer (in accordance with the procedures set forth below for an Asset Disposition Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, in each case plus the amount of accrued but unpaid interest on the Notes that are purchased or redeemed; (iv3) [Intentionally Omitted]to invest in Additional Assets; (v4) Sales to make capital expenditures in or other dispositions that are useful in a Permitted Business; or (5) any combination of the entities listed on Schedule 5.02(c)(vforegoing; provided that pending the final application of any such Net Available Cash in accordance with clause (1), (2), (3), (4) or (5) above, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness (including under a revolving Debt Facility) or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture; provided, howeverfurther, that in connection with the case of clause (3) or (4) above (or any sale combination of such clauses), a binding commitment to invest in Additional Assets or other disposition of substantially all to make a capital expenditure shall be treated as a permitted application of the Equity Securities and/or substantially all Net Available Cash from the date of such commitment so long as the Company or a Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of the assets end of Atlanta AGsuch 450-day period and such Net Available Cash is actually applied in such manner within 180 days from the end of such 450-day period. (c) Any Net Available Cash from Asset Dispositions that is not applied or invested as provided in Section 4.16(b) will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Borrower Company shall be required to make an offer (an “Asset Disposition Offer”) to all Holders and, to the extent required by the terms of any outstanding Pari Passu Indebtedness, to all holders of such Pari Passu Indebtedness, to purchase the maximum aggregate principal amount of Notes and any such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in Pro Forma Compliance cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on a record date to receive interest due on the Asset Disposition Purchase Date) in accordance with all Financial Covenants the procedures set forth in this Indenture or the agreements governing the Pari Passu Indebtedness, as applicable, in the case of the Notes in integral multiples of $1,000; provided that if, following repurchase of a portion of a Note, the remaining principal amount of such Note outstanding immediately after such repurchase would be less than $2,000, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is $2,000. The Company shall commence an Asset Disposition Offer with respect to Excess Proceeds by mailing (or otherwise communicating in accordance with the applicable procedures of DTC) the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. To the extent that the aggregate amount of Notes and Pari Passu Indebtedness validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds in any manner not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and Pari Passu Indebtedness validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis on the basis of the aggregate accreted value or principal amount of tendered Notes and Pari Passu Indebtedness; provided that the selection of such Pari Passu Indebtedness shall be made pursuant to the terms of such Pari Passu Indebtedness. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. (d) The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any Asset Swaps unless, at the time of entering into such Asset Swap and immediately after giving effect to such sale Asset Swap, no Default or disposition and no later than the date Event of any such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied to the prepayment of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from such sale would occur as a consequence thereof. (e) The Company shall comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or other dispositionregulations in connection with the repurchase of Notes pursuant to an Asset Disposition Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Indenture, the Borrower Company shall be in Pro Forma Compliance comply with all Financial Covenants after giving effect to such Permitted Asset Disposition the applicable securities laws and no later than the date of the Permitted Asset Disposition pursuant to this clause (vii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing regulations and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply be deemed to have breached its obligations under this Indenture by virtue of any Relevant Sales that in the aggregate are equal to or less than $5,000,000 for such fiscal yearconflict.

Asset Dispositions. None of If the Borrower Entities shall, directly or indirectly, sell, lease, convey, transfer or otherwise dispose (including via any sale and leaseback transaction) of any of its non-cash assets Subsidiaries shall at any time or property, whether now owned or hereafter acquired, except for Permitted Sales and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories):from time to time: (i) Sales of inventory in the ordinary course of their businesses;make or agree to make a Disposition; or (ii) Sales or dispositions suffer an Event of damaged, worn, obsolete, or other unneeded assets in Loss; and the ordinary course of their businesses for not less than Fair Market Value; (iii) Sales or other dispositions of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions aggregate amount of the entities listed on Schedule 5.02(c)(v); provided, however, that Net Proceeds received by the Borrower and its Subsidiaries in connection with any sale such Disposition or Event of Loss and all other disposition Dispositions and Events of substantially all Loss occurring during the fiscal year exceeds $500,000, then (A) the Borrower shall promptly notify the Agent of such proposed Disposition or Event of Loss (including the amount of the Equity Securities estimated Net Proceeds to be received by the Borrower and/or substantially all such Subsidiary in respect thereof) and (B) promptly upon receipt by the Borrower and/or such Subsidiary of the assets Net Proceeds of Atlanta AGsuch Disposition or Event of Loss, the Borrower shall deliver, or cause to be delivered, such excess Net Proceeds to the Agent for distribution to the Lenders as a prepayment of the Loans, which prepayment shall be applied in Pro Forma Compliance accordance with all Financial Covenants subsection 1.8(f) hereof. Notwithstanding the foregoing and provided no Default or Event of Default has occurred and is continuing, such prepayment shall not be required to the extent the Borrower or such Subsidiary reinvests the Net Proceeds of such Disposition or Event of Loss in productive assets (other than Inventory) of a kind then used or usable in the business of the Borrower or such Subsidiary, within two hundred seventy (270) days after giving effect to such sale or disposition and no later than the date of any such sale Disposition or disposition, the Borrower shall deliver to the Administrative Agent Event of Loss or enters into a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to binding commitment thereof within said two hundred seventy (270) day period and subsequently makes such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market Valuereinvestment. Pending such reinvestment, the Net Cash Proceeds of which are applied shall be delivered to the Agent, for distribution first, to the Swingline Lender as a prepayment of Swing Loans (to the extent of Swing Loans outstanding), but not as a permanent reduction of the Swingline Commitment and thereafter to the Lenders, as a prepayment of the Revolving Loans or otherwise (to the extent of Revolving Loans then outstanding), but not as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date a permanent reduction of the Permitted Asset Disposition pursuant to this clause (vii), Revolving Loan Commitment. To the Borrower shall deliver extent any Net Proceeds remain after application of such Net Proceeds to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing and (B) sets forth Loans in accordance with the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and providedprevious sentence, further, that the such remainder may be retained by Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that in the aggregate are equal to or less than $5,000,000 for such fiscal year.

Asset Dispositions. None Make any Asset Disposition except: (a) the sale of obsolete, damaged, worn-out or surplus assets no longer used or useful in the business of the Borrower Entities shall, directly or indirectly, sell, lease, convey, transfer or otherwise dispose (including via any sale and leaseback transaction) of any of its Subsidiaries; (b) non-cash assets exclusive licenses and sublicenses (and terminations thereof) of intellectual property rights in the ordinary course of business not interfering, individually or propertyin the aggregate, whether now owned in any material respect with the conduct of the business of the Borrower and its Subsidiaries; (c) leases, subleases, licenses or hereafter acquired, except for Permitted Sales sublicenses (and terminations thereof) of real or personal property granted by the following Borrower or any of its Subsidiaries to others in the ordinary course of business not interfering in any material respect with the business of the Borrower or any of its Subsidiaries; (“Permitted Asset Dispositions”), which Permitted d) Asset Dispositions may fall within any one in connection with Insurance and Condemnation Events; provided that the requirements of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories):Section 4.4(b) are complied with in connection therewith; (ie) Sales the abandonment or disposition of intellectual property determined by Xxxxxxxx and its Subsidiaries to no longer be necessary in the conduct of their businesses; (f) the sale of inventory in the ordinary course of their businessesbusiness; (iig) Sales any issuance of Equity Interests by the Borrower, so long as no Change in Control occurs; (h) the transfer of assets to the Borrower or dispositions of damagedany Subsidiary Guarantor pursuant to any other transaction permitted pursuant to Section 9.4 (other than Section 9.4(e)); (i) the write-off, worndiscount, obsolete, sale or other unneeded assets disposition of defaulted or past-due receivables and similar obligations in the ordinary course of their businesses for business and not less than Fair Market Valueundertaken as part of an accounts receivable financing transaction; (iiij) Sales or other the disposition of any Hedge Agreement; (k) dispositions of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred in cash and be continuingCash Equivalents; (ivl) [Intentionally Omitted]the transfer by any Credit Party of its assets to any other Credit Party; (vm) Sales or other dispositions the transfer by any Non-Guarantor Subsidiary of the entities listed on Schedule 5.02(c)(v); provided, however, its assets to any Credit Party (provided that in connection with any sale or new transfer, such Credit Party shall not pay more than an amount equal to the fair market value of such assets as determined in good faith at the time of such transfer); (n) the transfer by any Non-Guarantor Subsidiary of its assets to any other Non-Guarantor Subsidiary; (o) Investments permitted under Section 9.3, Liens permitted by Section 9.2 and Restricted Payments permitted by Section 9.6; (p) Assets Dispositions in connection with transactions permitted by Section 9.4; (q) any disposition of substantially all of the Equity Securities and/or substantially all of the assets of Atlanta AG, the Borrower shall be Investments in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or disposition, the Borrower shall deliver joint ventures to the Administrative Agent a certificate executed by extent required by, or made pursuant to buy/sell arrangements between the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants joint venture parties set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers of property joint venture arrangements and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii)similar binding arrangements; and (viir) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied Asset Dispositions not otherwise permitted pursuant to the prepayment of the Loans or otherwise as set forth in Section 2.06(c)this Section; provided that (i) at the time of such Asset Disposition, no Default or Event of Default shall have occurred and be continuing exist or would result from such sale or other dispositionAsset Disposition, (ii) such Asset Disposition is made for fair market value and the consideration received shall be no less than seventy-five percent (75)% in cash, and (iii) the aggregate fair market value of all property disposed of in reliance on this clause (r) shall not exceed five percent (5%) of the Consolidated total assets (excluding cash and Cash Equivalents) of the Borrower shall be and its Subsidiaries in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date any Fiscal Year (calculated as of the Permitted Asset Disposition end of the immediately preceding fiscal quarter of the Borrower for which the Borrower’s financial statements were most recently delivered pursuant to this clause (viiAgreement), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that in the aggregate are equal to or less than $5,000,000 for such fiscal year.

Asset Dispositions. None Make any Asset Disposition except: (a) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the Borrower Entities shall, directly or indirectly, sell, lease, convey, transfer or otherwise dispose (including via any sale and leaseback transaction) of any of its Subsidiaries; (b) non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales exclusive licenses and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one sublicenses of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories): (i) Sales of inventory intellectual property rights in the ordinary course of their businessesbusiness not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Borrower and its Subsidiaries; (iic) Sales leases, subleases, licenses or dispositions sublicenses of damaged, worn, obsolete, real or other unneeded assets personal property granted by the Borrower or any of its Subsidiaries to others in the ordinary course of their businesses for business not less than Fair Market Valuedetracting from the value of such real or personal property or interfering in any material respect with the business of the Borrower or any of its Subsidiaries; (iiid) Sales or other dispositions Asset Dispositions in connection with Insurance and Condemnation Events; provided that the requirements of Investments Section 4.4(b) are complied with in connection therewith; (e) Assets Dispositions in connection with transactions permitted by Section 5.02(e)(ii9.4; and (f) for Asset Dispositions not less than Fair Market Valueotherwise permitted pursuant to this Section; provided that (i) at the time of such Asset Disposition, no Default or Event of Default shall have occurred exist or would result from such Asset Disposition, (ii) such Asset Disposition is made for fair market value and be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions of the entities listed on Schedule 5.02(c)(v); provided, however, that in connection with any sale or other disposition of substantially all of the Equity Securities and/or substantially all of the assets of Atlanta AG, the Borrower consideration received shall be no less than 75% in Pro Forma Compliance with cash or Cash Equivalents, and (iii) the aggregate fair market value of all Financial Covenants property disposed of in reliance on this clause (f) shall not exceed (A) to the extent the Total Net Leverage Ratio both before and after giving effect to such sale Asset Disposition is less than or disposition and no later than the date equal to 3.00 to 1.00, 3.0% of any such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer Consolidated Total Assets of the Borrower which sets forth and its Subsidiaries (measured as of the calculation end of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 the most recent fiscal quarter) during any Fiscal Year and (B) to the extent the Total Net Leverage Ratio both before and after giving effect to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied to the prepayment of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later is greater than the date of the Permitted Asset Disposition pursuant 3.00 to this clause (vii)1.00, the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth $25,000,000 in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that in the aggregate are equal to or less than $5,000,000 for such fiscal yearFiscal Year.

Asset Dispositions. None of The Issuer shall not, and shall not permit any other Securitization Entity to, direct the Borrower Entities shallManager to sell, directly or indirectly, selltransfer, lease, conveylicense, transfer liquidate or otherwise dispose (including via any sale and leaseback transaction) of any of its non-cash assets property (whether by means of a single transaction or propertya series of related transactions), whether now owned or hereafter acquiredincluding any Equity Interests of any other Securitization Entity, except for Permitted Sales and in the case of the following (each, a “Permitted Asset DispositionsDisposition”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories): (a) any disposition of obsolete, damaged, surplus or worn out property, and any abandonment, cancellation, or lapse of IP registrations or applications that are no longer commercially reasonable to maintain; (b) any disposition of (i) Sales of Eligible Investments and (ii) inventory in the ordinary course of their businessesbusiness; (c) any disposition of equipment or real property to the extent that (x) such property is exchanged for credit against the purchase price or other payment obligations in respect of similar replacement property or other Eligible Assets (including, without limitation, credit against rental obligations under a real estate lease) or (y) the proceeds thereof are applied to the purchase price of such replacement property or other Eligible Assets in accordance with the Base Indenture; (i) licenses to the Manager, in connection with the performance of its services under the Management Agreement and (ii) Sales or dispositions other non-exclusive licenses of damaged, worn, obsolete, or other unneeded assets Securitization IP (A) granted in the ordinary course of their businesses for business, (B) that when effected on behalf of any Securitization Entity by the Manager would not less than Fair Market Valueconstitute a breach by the Manager of the Management Agreement acting in accordance with the Managing Standard and (C) that would not reasonably be expected to materially and adversely impact the Securitization IP (taken as a whole); (iiie) Sales or other dispositions of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions of pursuant to the entities listed on Schedule 5.02(c)(v); providedsale, however, that in connection with any sale sale-leaseback or other disposition of substantially all Owned Real Property or New Owned Real Property or Company Restaurants and Company Restaurant Assets; (f) dispositions of (x) equipment leased to Franchisees in accordance with or upon termination of the Equity Securities and/or related Equipment Leases or used in a Company Restaurant or (y) dispositions of Equipment Leases and dispositions of property of a Securitization Entity to any other Securitization Entity not otherwise prohibited under the Transaction Documents; (g) (i) leases or subleases of Real Estate Assets to Franchisees or (in the case of the location of a Company Restaurant) a Company Restaurant Guarantor and assignments and terminations of leases and subleases that do not materially interfere with the business of the Securitization Entities or materially decrease ongoing Collections from such Real Estate Assets and (ii) dispositions pursuant to the foregoing clause (i) which result in materially decreasing ongoing Collections from such Real Estate Assets; (h) dispositions of property relating to repurchases of Contributed Assets in exchange for the payment of Indemnification Amounts; (i) investments, Liens and distributions permitted under the Indenture; (j) transfers of properties subject to condemnation or casualty events; (k) dispositions of Franchisee Notes or accounts receivable in connection with the collection or compromise thereof; (l) terminations, non-renewals, expirations, amendments or other modifications of any Collateral Franchise Business Document or Franchised Restaurant Lease that when effected on behalf of any Securitization Entity by the Manager would not constitute a breach by the Manager of the Management Agreement; (m) any other sale, lease, license, transfer or other disposition of property, including, without limitation, the equity in or all or substantially all of the assets of Atlanta AGa Guarantor, to which the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than Control Party (acting at the date of any such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer direction of the Borrower which sets forth Controlling Class Representative) has given the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or dispositionrelevant Securitization Entity prior written consent; (vin) Sales any decision to abandon, fail to pursue, settle, or otherwise resolve any claim or cause of action to enforce or seek remedy for the infringement, misappropriation, dilution or other transfers violation of property any Securitization IP, or other remedy against any third party, in each such case, where it is not commercially reasonable to pursue such claim or remedy in light of the cost, potential remedy, or other factors; provided that such action (or failure to act) would not reasonably be expected to materially and assets from De Minimis US Subsidiaries dissolved pursuant adversely impact the Securitization IP (taken as a whole); (o) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or other litigation claims in the ordinary course of business, in each case that would not reasonably be expected to Section 5.02(d)(ii)result in a Material Adverse Effect; and (viip) Sales any other sale, lease, license, liquidation, transfer or other disposition of property not directly or indirectly constituting any asset dispositions for Fair Market Value, permitted by the Net Cash Proceeds foregoing clauses and so long as such disposition when effected on behalf of which are applied to any Securitization Entity by the prepayment Manager does not constitute a breach by the Manager of the Loans Management Agreement and does not exceed an aggregate amount of $1,000,000 per annum. Upon any sale, transfer, lease, license, liquidation or otherwise other disposition of any property by any Securitization Entity permitted by this Section 8.16, all Liens with respect to such property created in favor of the Trustee for the benefit of the Secured Parties under this Base Indenture and the other Transaction Documents shall be automatically released, and the Trustee, upon written request of the Issuer, at the direction of the Control Party, shall provide evidence of such release as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date of the Permitted Asset Disposition pursuant to this clause (vii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that in the aggregate are equal to or less than $5,000,000 for such fiscal year14.17.

Asset Dispositions. None The VL Group shall not permit an Asset Disposition of all or any part of their property or assets (whether presently held or subsequently acquired), other than sales at fair market value, and, in such case, only if (a) at the time of the Borrower Entities shallproposed Asset Disposition, directly there is no Default or indirectly, sell, lease, convey, transfer or otherwise dispose (including via any sale and leaseback transaction) Event of any of its non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales Default hereunder and the following proposed Asset Disposition will not cause such a Default or Event of Default, (“Permitted b) the Net Proceeds of such Asset Dispositions”Disposition are dealt with in accordance with the provisions of Section 8.2, and (c) the amount of (A) EBITDA generated during the preceding 12 months by the assets comprised in any such Asset Disposition, plus (B) the aggregate 12-month trailing EBITDA generated by all other assets comprised in all previous Asset Dispositions made during the Term (calculated as of the date of the applicable Asset Disposition), which Permitted Asset Dispositions may fall within any one does not exceed 15% of the following categories (whether or not such Permitted VL Group’s EBITDA for the 12 months ending on the last day of the month immediately preceding the date of the proposed Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, Disposition; provided that the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories): VL Group shall be permitted to make (i) Sales dispositions of inventory in the ordinary course of their businesses; business, (ii) Sales or dispositions of damagedmachinery, wornequipment, spare parts and materials, appliances or vehicles, if same are no longer necessary or useful to the operation of the business or have become obsolete, worn out, surplus, damaged or other unneeded unusable, as well as the non-material assets listed in Schedule “I” consisting of surplus real estate of the ordinary course of their businesses for VL Group, which are excluded from the Security and not less than Fair Market Value; subject to any Charge thereunder, (iii) Sales or other dispositions exchanges of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions assets between members of the entities listed on Schedule 5.02(c)(v); provided, however, VL Group that in connection with any sale or other disposition of substantially all of have provided unlimited Guarantees and Security to the Equity Securities and/or substantially all of Agent for the assets of Atlanta AG, Lenders. In the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date event of any such sale or dispositionpermitted Asset Disposition to a Person other than a member of the VL Group, the Borrower Security on the assets so disposed of shall deliver to the Administrative Agent a certificate executed be discharged by the Chief Accounting Officer or Treasurer Agent without any requirement to obtain the consent of the Borrower which sets forth Lenders. In addition, any member of the calculation VL Group (other than VTL until it has provided Security on all of Pro Forma Compliance with all Financial Covenants set forth its assets) shall be permitted to dispose of Back-to-Back Preferred Shares in Section 5.03 after giving effect order to such sale or disposition; (vi) Sales or other transfers repay Back-to-Back Debt, and shall also be permitted to dispose of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market Valueas part of a Tax Benefit Transaction, the Net Cash Proceeds of which are applied to the prepayment of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date of the Permitted Asset Disposition pursuant to this clause (vii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing Event of Default exists at the time and (B) sets forth the calculation disposing of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent such Back-to-Back Preferred Shares or property as provided above shall part of a Tax Benefit Transaction will not apply to any Relevant Sales that in the aggregate are equal to cause a Default or less than $5,000,000 for such fiscal yearan Event of Default.

Asset Dispositions. None Make any Asset Disposition except: (a) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the Borrower Entities shall, directly or indirectly, sell, lease, convey, transfer or otherwise dispose (including via any sale and leaseback transaction) of any of its Subsidiaries or non‑core assets acquired in a Permitted Acquisition; 59442126_10 (b) non-exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Borrower and its Subsidiaries; (c) leases, subleases, licenses or sublicenses of real or personal property granted by the Borrower or any of its Subsidiaries to others in the ordinary course of business not detracting from the value of such real or personal property or interfering in any material respect with the business of the Borrower or any of its Subsidiaries; (d) Asset Dispositions in connection with the receipt by any Credit Party or any of its Subsidiaries of any cash assets insurance proceeds or propertycondemnation award payable by reason of theft, whether now owned loss, physical destruction or hereafter acquireddamage, except for Permitted Sales taking or similar event with respect to any of their respective Property; (e) Assets Dispositions in connection with transactions permitted by Section 9.2, Section 9.4 and Section 9.3, in each case to the following (“Permitted extent constituting Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories):; (if) Sales the sale of inventory in the ordinary course of their businessesbusiness; (iig) Sales the transfer of assets to the Borrower or dispositions of damagedany Subsidiary Guarantor pursuant to any other transaction permitted pursuant to Section 9.4; (h) the write-off, worndiscount, obsolete, sale or other unneeded assets disposition of defaulted or past-due receivables and similar obligations in the ordinary course of their businesses for business and not less than Fair Market Valueundertaken as part of an accounts receivable financing transaction; (iiii) Sales or other dispositions the disposition of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred in cash and be continuingCash Equivalents; (ivj) [Intentionally Omitted]; the transfer (vi) Sales or by any Credit Party of its assets to any other dispositions Credit Party, (ii) by any Non-Guarantor Subsidiary of the entities listed on Schedule 5.02(c)(v); provided, however, its assets to any Credit Party (provided that in connection with any sale or other disposition of substantially all of the Equity Securities and/or substantially all of the assets of Atlanta AGnew transfer, the Borrower such Credit Party shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later not pay more than the date of any such sale or disposition, the Borrower shall deliver an amount equal to the Administrative Agent a certificate executed fair market value of such assets as determined in good faith at the time of such transfer), (iii) by any Non-Guarantor Subsidiary of its assets to any other Non-Guarantor Subsidiary and (iv) by any Credit Party of its assets to any Non-Guarantor Subsidiary subject to the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants limitation and requirements set forth in Section 5.03 after giving effect 9.3(a)(vi) (provided that in connection with any new transfer, such Non-Guarantor Subsidiary shall not pay less than an amount equal to the fair market value of such sale or dispositionassets as determined in good faith at the time of such transfer); (vik) Sales the lapse of registered intellectual property of the Borrower and its Subsidiaries to the extent not economically desirable in the conduct of their business; (i) the sale of any Subsidiary’s Equity Interests to the Borrower or other transfers any Subsidiary Guarantor and (ii) the issuance of property directors’ qualifying shares and assets from De Minimis US Subsidiaries dissolved nominal shares issued to foreign nationals to the extent required by Applicable Law; (i) the transfer for fair value of Property (including Equity Interests of Subsidiaries) to another Person in connection with a joint venture arrangement with respect to such transferred Property so long as, after accounting for the value of such transferred Property, the requirements of Section 9.3 are complied with in connection therewith, and (ii) Asset Dispositions of Investments in joint ventures to the extent required by, or made pursuant to Section 5.02(d)(iicustomary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; 59442126_10 (n) the unwinding of Hedge Agreements permitted hereunder pursuant to their terms; (o) Asset Dispositions in respect of fixed assets (which, for the avoidance of doubt, shall not include any intellectual property) to the extent that (i) such fixed assets are exchanged for credit against the purchase price of similar replacement fixed assets or (ii) the proceeds of such Asset Disposition are promptly applied to the purchase price of such replacement fixed assets; (p) Asset Dispositions in Sale Leaseback transactions in connection with Indebtedness permitted pursuant to Sections 9.1(d) and (i); and (viiq) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied Asset Dispositions not otherwise permitted pursuant to the prepayment of the Loans or otherwise as set forth in Section 2.06(c)this Section; provided that (i) at the time of such Asset Disposition, no Default or Event of Default shall have occurred and be continuing exist or would result from such sale or other dispositionAsset Disposition, (ii) such Asset Disposition is made for fair market value and the Borrower consideration received shall be no less than seventy-five percent (75%) in Pro Forma Compliance with cash, and (iii) the aggregate fair market value of all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date property disposed of the Permitted Asset Disposition pursuant to in reliance on this clause (viiq) shall not exceed ten percent (10%) of the Consolidated tangible assets of the Borrower and its Subsidiaries, as shown on the most recent balance sheet of the Borrower delivered pursuant to Section 6.1(e)(i) or Section 8.1(a) or (b), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth as applicable, in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that in the aggregate are equal to or less than $5,000,000 for such fiscal yearFiscal Year.

Asset Dispositions. None of the Borrower Entities shall(a) No Co-Issuer will, directly or indirectlynor will it permit any other applicable Securitization Entity to, sell, transfer, lease, conveylicense, transfer liquidate or otherwise dispose (including via any sale and leaseback transaction) of any of its non-cash assets property (whether by means of a single transaction or propertya series of related transactions), whether now owned or hereafter acquiredincluding any Equity Interests of any other applicable Securitization Entity, except for Permitted Sales and in the following case of (“Permitted Asset Dispositions”), which i) Permitted Asset Dispositions may fall within and (ii) Permitted Brand Dispositions. (b) In connection with any one Permitted Brand Disposition, the applicable Securitization Entities (or the applicable Manager on their behalf) will deposit the related Release Price to the applicable Collection Account. The Release Price will be applied in accordance with priority (i) of the following categories (whether or not Priority of Payments, and any applicable Prepayment Consideration shall be due in connection with such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories):mandatory prepayment. (i) Sales The Canadian Co-Issuer will hold proceeds of inventory any Permitted Brand Disposition attributable to another Canadian Securitization Entity as agent for such Canadian Securitization Entity until such proceeds are applied pursuant to the Priority of Payments or reinvested in Eligible Assets in accordance with Section 8.16(b). The Canadian Co-Issuer may enter into transactions with the ordinary course other Canadian Securitization Entities to the extent permitted by Section 8.13, Section 8.18 and Section 8.21 to the extent necessary or helpful to give effect to the Priority of their businesses;Payments (as determined by the Canadian Manager in accordance with the applicable Managing Standard) in order to acquire any such proceeds of any Permitted Brand Disposition. (ii) Sales or dispositions Immediately prior to any application of damaged, worn, obsolete, or other unneeded assets such proceeds of any Permitted Brand Disposition in the ordinary course of their businesses for not less than Fair Market Value; accordance with priority (iiii) Sales or other dispositions of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions of the entities listed Priority of Payments, the applicable Co-Issuer (or the Manager on Schedule 5.02(c)(v); provided, however, that in connection with any sale or other disposition of substantially all its behalf) shall be permitted to disregard the requirements of the Equity Securities and/or substantially all Priority of Payments and deem a portion of such proceeds as a payment of the assets of Atlanta AGResidual Amount to the Issuer or the Canadian Residual Account, as applicable, so long as (x) the Borrower shall be recipient Co-Issuer immediately thereafter uses such Residual Amount to make a loan to the other Co-Issuer in Pro Forma Compliance accordance with all Financial Covenants Section 8.13 with interest at a rate determined by the applicable Manager in accordance with the applicable Managing Standard, (y) after giving effect to such sale or disposition payment of such Residual Amount and no later than such loan, the date related proceeds of any such sale or disposition, the Borrower shall deliver Permitted Brand Disposition are applied pursuant to the Administrative Agent a certificate executed Priority of Payments by the Chief Accounting Officer or Treasurer Co-Issuers as if such loaned amount was Residual Amount of the Borrower which sets forth recipient Co-Issuer and (z) the calculation deemed payment of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition;Residual Amount is disregarded for purposes of the Weekly Manager’s Certificate. (vic) Sales For the avoidance of doubt, neither the Managers nor any of the Securitization Entities will be permitted to sell, transfer, lease, license, liquidate or otherwise dispose of any of the Driven Securitization Brands other transfers of property and assets from De Minimis US Subsidiaries dissolved than pursuant to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied to the prepayment of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such a Permitted Asset Disposition and no later than the date of the Permitted Asset Disposition pursuant to this clause (vii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Brand Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that in the aggregate are equal to or less than $5,000,000 for such fiscal year.

Asset Dispositions. None The Parent and the Borrower will not, and will not permit any Restricted Subsidiary to, make any Asset Disposition except for Asset Dispositions that meet all of the following requirements: (a) at the time of such Asset Disposition, no Default or Event of Default shall exist or would result from such Asset Disposition, (b) the purchase price for such Asset Disposition shall be at fair market value (as reasonably determined by the board of directors (or comparable governing body) of the Borrower Entities shall, directly or indirectly, sell, lease, convey, transfer or otherwise dispose (including via any sale and leaseback transaction) of any of its non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositionsrequested by the Administrative Agent, the Borrower may designate which category shall deliver a certificate of a Responsible Officer of the asset disposition qualifies for without such asset disposition counting against other categories):Borrower certifying to that effect), (ic) Sales not less than 75% of inventory the purchase price for such Asset Disposition shall be paid to the Parent and its Subsidiaries in the form of cash, cash equivalents or assets useful in the ordinary course of their businesses;business of the Parent and its Subsidiaries by the transferee of any such assets or its Affiliates, (d) such Asset Disposition is not a Transfer of Equity Interests in the Borrower, (e) if such Asset Disposition is a Transfer of more than fifty percent (50%) of the common voting Equity Interests in a Restricted Subsidiary, either (i) such Asset Disposition shall include all of the common voting Equity Interests of such Restricted Subsidiary or (ii) Sales or dispositions any common voting Equity Interests in such Restricted Subsidiary that are not Transferred as part of damagedsuch Asset Disposition shall be treated as an Investment for purposes of Section 9.05 and such Investment must be permitted under Section 9.05, wornand (f) the fair market value of the Property Transferred pursuant to such Asset Disposition, obsoletewhen aggregated with all other Asset Dispositions made during such calendar year, does not exceed $75,000,000. Notwithstanding the foregoing, a Credit Party may make an Asset Disposition of Equity Interests in, or other unneeded assets in the ordinary course of their businesses for not less than Fair Market Value; securities of, an Unrestricted Subsidiary. Following any Asset Disposition (iii) Sales or other dispositions of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions of the entities listed on Schedule 5.02(c)(v); providedincluding, howeverwithout limitation, that in connection with any sale or other disposition of substantially all Asset Disposition of the Equity Securities and/or substantially all of the assets of Atlanta AGInterests in, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market Valuesecurities of, the Net Cash Proceeds of which are applied to the prepayment of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date of the Permitted Asset Disposition pursuant to this clause (viian Unrestricted Subsidiary), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (Amust make any mandatory prepayment required in connection therewith under Section 3.04(c) states that no Default has occurred or is continuing if, as and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that in the aggregate are equal to or less than $5,000,000 for such fiscal yearwhen so required.

Asset Dispositions. None The Borrower shall not, and shall not permit any of the Borrower Entities shallBorrower’s Subsidiaries to, directly make any Asset Disposition (including any forfeiture of any Property except where such forfeiture is being contested in good faith by appropriate proceedings) or indirectly, sell, leaseassign, conveymonetize, transfer transfer, cancel, terminate, unwind or otherwise dispose of any Swap Agreement in respect of commodities, except for: (A) the sale of Hydrocarbons in the ordinary course of business; (B) transfers of interests in undeveloped acreage or undrilled depths in the ordinary course of the joint development of Oil and Gas Properties with ventures (as described in Section 7.5(H)) and others, including transfers to other parties pursuant to joint development agreements, participation agreements, farm-out agreements, farm-in agreements, exploration agreements, operating agreements and unit agreements; (C) the sale or transfer of equipment that is no longer necessary for its business or the business of such Subsidiary or is replaced by equipment of at least comparable value and use; (D) the sale or other disposition (including via any sale Insurance and leaseback transactionCondemnation Events) of any Oil and Gas Property or any interest therein or any of its non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales Subsidiaries (other than the Borrower) owning Oil and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset DispositionsGas Properties, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against sale, assignment, monetization, transfer, cancellation, termination, unwinding or other categoriesdisposal of any Swap Agreement in respect of commodities, and any venture (as described in Section 7.5(H)) or any interest therein; provided with respect to this clause (D): (i) Sales the consideration received in respect of inventory in the ordinary course of their businesses; (ii) Sales or dispositions of damaged, worn, obsolete, or other unneeded assets in the ordinary course of their businesses for not less than Fair Market Value; (iii) Sales or other dispositions of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions of the entities listed on Schedule 5.02(c)(v); provided, however, that in connection with any such sale or other disposition of substantially all (including asset exchanges under Section 1031 of the Equity Securities and/or substantially all Code) or such sale, assignment, monetization, transfer, cancellation, termination, unwinding or other disposal of any Swap Agreement in respect of commodities is equal to or greater than the fair market value of the assets Oil and Gas Property, or any interest therein, or the Subsidiary subject of Atlanta AG, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied to the prepayment of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from such sale or other disposition, or the Swap Agreement subject to such sale, assignment, monetization, transfer, cancellation, termination, unwinding or other disposal (as reasonably determined for each such Asset Disposition (a) by a Responsible Officer of the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to if such Permitted Asset Disposition involves Net Cash Proceeds of less than $10,000,000 and no later than (b) by the date board of managers (or comparable governing body) of the Permitted Borrower if such Asset Disposition pursuant to this clause (vii)involves Net Cash Proceeds of $10,000,000 or more, and, if requested by the Required Lenders, the Borrower shall deliver a certificate of its Responsible Officer certifying to that effect); (ii) the Borrower shall make a prepayment of the Term Loans as provided by and to the Administrative Agent extent required by Section 2.5(C); and (iii) if any such sale or other disposition is of a Compliance Certificate which Subsidiary owning Oil and Gas Properties, such sale or other disposition includes all the Equity Interests of such Subsidiary; (AE) states that no Default has occurred sales, assignments, monetizations, transfers, cancellations, terminations or is continuing the unwinding or other disposition of any Swap Agreement permitted under Section 7.18(D); and (F) sales and (Bother dispositions of Properties not regulated by Section 7.12(A) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in through Section 5.03 after giving effect 7.12(E) having a fair market value not to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to exceed $2,000,000 during any Relevant Sales that in the aggregate are equal to or less than $5,000,000 for such fiscal year12-month period.

Asset Dispositions. None Make any Asset Disposition except: (a) the sale, abandonment or other disposition of obsolete, worn-out or surplus assets no longer used in the business of the Borrower Entities shall, directly or indirectly, sell, lease, convey, transfer or otherwise dispose (including via any sale and leaseback transaction) of any of its Subsidiaries; (b) non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales exclusive licenses and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one sublicenses of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories): (i) Sales of inventory intellectual property rights in the ordinary course of their businessesbusiness not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Borrower and its Subsidiaries; (iic) Sales leases, subleases, licenses or dispositions sublicenses of damaged, worn, obsolete, assets granted by the Borrower or other unneeded assets any of its Subsidiaries to others in the ordinary course of their businesses for business not less than Fair Market Valueinterfering in any material respect with the business of the Borrower or any of its Subsidiaries and the leasing of real property owned by the Borrower consistent with its historical practices to the extent such real property location is not necessary or useful in the conduct of its business; (iiid) Sales or other dispositions of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Valuein connection with Insurance and Condemnation Events; provided that no Default shall have occurred and be continuingthe requirements of Section 4.4(b) are complied with in connection therewith; (ive) [Intentionally Omitted]the lapse of registered patents, trademarks and other intellectual property of Borrower and its Subsidiaries to the extent not economically desirable in the conduct of their business and so long as such lapse is not materially adverse to the interests of the Lenders; (vf) Sales or other dispositions of the entities listed on Schedule 5.02(c)(v); provided, however, that in connection with any sale or other disposition of substantially all of the Equity Securities and/or substantially all of the assets of Atlanta AG, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii)Permitted Sale Leaseback Transactions; and (viig) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied Asset Dispositions not otherwise permitted pursuant to the prepayment of the Loans or otherwise as set forth in Section 2.06(c)this Section; provided that (i) at the time of such Asset Disposition, no Event of Default shall have occurred and be continuing exist or would result from such sale or other dispositionAsset Disposition, and (ii) the Borrower shall be aggregate fair market value of all property disposed of in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date of the Permitted Asset Disposition pursuant to reliance on this clause (vii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (Ag) states that no Default has occurred or is continuing and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that in exceed $25,000,000 during the aggregate are equal to or less than $5,000,000 for such fiscal yearterm of this Agreement.

Asset Dispositions. None of the Borrower Entities shall, directly or indirectly, sell, lease, convey, transfer or otherwise dispose (including via Group Companies will make any sale and leaseback transaction) of any of its non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories):Disposition; PROVIDED that: (i) Sales of any Group Company may sell inventory in the ordinary course of their businessesbusiness; (ii) Sales any Group Company may make any Asset Disposition to the Company or dispositions any Wholly-Owned Domestic Subsidiary which is not a Project Subsidiary; - 107 - (iii) the Company and its Subsidiaries may liquidate or sell Cash Equivalents and Foreign Cash Equivalents; (iv) the Company or any of damagedits Subsidiaries may dispose of machinery or equipment which will be replaced or upgraded with machinery or equipment used or useful in the ordinary course of business of and owned by such Person; (v) the Company or any of its Subsidiaries may dispose of obsolete, worn, obsolete, -out or other unneeded surplus tangible assets in the ordinary course of their businesses business; (vi) any Subsidiary of the Company which is not a Project Subsidiary may sell, lease or otherwise transfer all or substantially all or any part of its assets (including any such transaction effected by way of merger or consolidation) to the Company or any Subsidiary Guarantor; (vii) any Subsidiary that is not a Subsidiary Guarantor may sell, lease or otherwise transfer all or any part of its assets (including any such transaction effected by way of merger or consolidation) to any other Subsidiary that is not a Subsidiary Guarantor; (viii) the Company or any Subsidiary of the Company may issue Equity Interests in the Company or such Subsidiary to qualify directors where required by applicable Law or to satisfy other requirements of applicable Law with respect to the ownership of Equity Interests in Foreign Subsidiaries or Nominal Shares for tax considerations; (ix) any Group Company may transfer assets as a part of the consideration for Investments in Permitted Joint Ventures; (x) the Company and its Subsidiaries may transfer trade fixtures to Foreign Subsidiaries which are not Project Subsidiaries and to non-Wholly-Owned Domestic Subsidiaries which are not Project Subsidiaries having an aggregate fair market value not exceeding $2,000,000 in any fiscal year; (xi) Asset Dispositions effected by transactions permitted under SECTION 7.04 shall be permitted; (xii) any Group Company may lease, as lessor or sublessor, or license, as licensor or sublicensor, real or personal property in the ordinary course of business if not otherwise prohibited by CLAUSE (xiv) below; (xiii) any Group Company may write-off, discount, sell or otherwise dispose of defaulted or past due receivables and similar obligations in the ordinary course of business and not as part of an accounts receivable financing transaction; (xiv) any Group Company may, in the ordinary course of business, license and sublicense Intellectual Property; (xv) any Project Subsidiary may make Asset Dispositions to any Group Company; (xvi) any Foreign Subsidiary may make Asset Dispositions to any Group Company; - 108 - (xvii) any Group Company may dispose of non-core assets acquired in Permitted Business Acquisitions; (xviii) any Group Company may enter into any (A) Sale/Leaseback Transaction not prohibited by SECTION 7.01 or SECTION 7.13 and (B) any Interim Purchase Transaction; (xix) any Group Company may make Asset Dispositions to any other Group Company or Permitted Joint Venture which is not a Subsidiary Guarantor where such Asset Disposition constitutes an Investment permitted by SECTION 7.06(a); (xx) any Group Company which is not a Subsidiary Guarantor may make Asset Dispositions to any Loan Party; (xxi) any Group Company may dispose of (A) core assets acquired in Permitted Business Acquisitions and (B) the equity or assets comprising an Investment in one or more Permitted Business Acquisitions or Permitted Joint Ventures; (xxii) any Group Company may make Asset Dispositions to Subsidiaries of the Companies that are not Loan Parties for cash consideration not less than Fair Market Value;the then fair market value of the assets subject to such Asset Disposition (as determined in good faith by the Board of Directors of the Group Company making such Asset Disposition) if such Asset Disposition is otherwise in the ordinary course of its business and on terms and conditions as favorable to it as would be obtainable by it in a comparable arms'-length transaction with an independent, unrelated third party; and (iiixxiii) Sales or any Group Company may make any other dispositions of Investments permitted by Section 5.02(e)(iiAsset Disposition other than to a Project Subsidiary; PROVIDED that (A) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions at least 75% of the entities listed on Schedule 5.02(c)(v)consideration therefor is cash or Cash Equivalents; provided, however, that in connection with any (B) such transaction does not involve the sale or other disposition of substantially a minority Equity Interest in any Group Company; (C) the aggregate fair market value of all assets sold or otherwise disposed of by the Group Companies in all such transactions in reliance on this CLAUSE (xxiii) shall not exceed $10,000,000 in any fiscal year of the Equity Securities and/or substantially all Company; and (D) no Default or Event of the assets of Atlanta AG, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied to the prepayment of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing immediately before or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants immediately after giving effect to such Permitted transaction. Upon consummation of an Asset Disposition and no later than the date of the Permitted Asset Disposition pursuant to permitted under this clause (vii)SECTION 7.05, the Borrower Lien created thereon under the Collateral Documents (but not the Lien on any proceeds thereof) shall be automatically released, and the Administrative Agent shall (or shall cause the Collateral Agent to) (to the extent applicable) deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or Company, upon the Company's request and at the Company's expense, such documentation as is continuing and (B) sets forth reasonably necessary to evidence the calculation release of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and providedCollateral Agent's security interests, furtherif any, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that in the aggregate are equal to assets being disposed of, including amendments or less than $5,000,000 for such fiscal yearterminations of Uniform Commercial Code Financing Statements, if any, the return of stock certificates, if any, and the release of any Subsidiary being disposed of in its entirety from all of its obligations, if any, under the Loan Documents.

Asset Dispositions. None Make any Disposition except: (a) Dispositions of property by any Company Party in an arms-length transaction so long as the Borrower Entities shallproceeds of such Dispositions are distributed in compliance with Section 3.05; (b) Dispositions of obsolete, directly used, surplus or indirectly, sell, lease, convey, transfer or otherwise dispose (including via any sale and leaseback transaction) of any of its non-cash assets or worn out property, whether now owned or hereafter acquired, except for Permitted Sales acquired and Dispositions of property no longer used or useful in the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one conduct of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories andbusiness of the Company Parties, if an asset disposition could qualify for more than one category of Permitted Asset Dispositionsin each case, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories): (i) Sales of inventory in the ordinary course of their businessesbusiness; (c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) Sales the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Company Party (other than the Seller or dispositions its subsidiaries) to the Seller or any other Subsidiary (including any such Disposition effected pursuant to a merger, liquidation or dissolution permitted by Section 9.01); provided that, if the transferor of damagedsuch property is a Guarantor, wornthen (i) the transferee thereof must be a Guarantor (other than Parent Guarantor) or (ii) to the extent such transaction constitutes an Investment, obsolete, such transaction is permitted under Section 9.04 and any Indebtedness corresponding to such Investment must be permitted by Section 9.05; (e) Dispositions of Cash Equivalents; (f) Dispositions of accounts receivable in connection with the collection or other unneeded assets compromise thereof in the ordinary course of their businesses for not less than Fair Market Valuebusiness; (iiig) Sales or other dispositions of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions of the entities listed on Schedule 5.02(c)(v); provided, however, that in connection with any sale or other disposition of substantially all of the Equity Securities and/or substantially all of the assets of Atlanta AG, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers Transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant subject to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market Value, Casualty Events upon receipt of the Net Cash Proceeds of which are applied such Casualty Event; (h) Dispositions of Investments in joint ventures, to the prepayment extent required by, or made pursuant to joint venture agreements or other binding arrangements entered into between parties to any joint venture, in each case as in effect on the Restatement Date or as amended thereafter as permitted hereunder; (i) With respect to Parent Guarantor, the entry into any leases, licenses, occupancy agreements or other agreement under which the Parent Guarantor is a lessor (i) with a duration less than or equal to 10 years or (ii) with the prior written consent of Buyer (such consent not to be unreasonably withheld), with a duration greater than 10 years; (j) With respect to Acquisition Sub or any of its Subsidiaries, the entry into any leases, licenses, occupancy agreements or other agreement under which such Person is a lessor, in each case pursuant to which any such Person grants a possessory interest in any portion of its properties, as well as any modification or amendment thereof; provided that (i) if the equity of the Loans or otherwise as owner of the underlying real property is encumcumbered by the Senior Mezzanine Loan Agreement, such Person shall comply with the requirements set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date 5.7 of the Permitted Asset Disposition pursuant to this clause Senior Mezzanine Loan Agreement, (vii)ii) if the underlying real property is encumbered by a loan from an institutional lender, such Person shall comply with the Borrower shall deliver to leasing requirements set forth in the Administrative Agent a Compliance Certificate which applicable mortgage loan, and (Aiii) states that no Default has occurred if the underlying real property is unencumbered or is continuing and (B) sets forth encumbered by a loan which is not from an institutional lender, such Person shall comply with the calculation of Pro Forma Compliance with all Financial Covenants requirements set forth in Section 5.03 after giving effect to 5.7 of the Permitted Asset DispositionSenior Mezzanine Loan Agreement; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to or (k) Dispositions of any Relevant Sales that property included in the aggregate are equal to or less than $5,000,000 for such fiscal yearXxxxxxx Portfolio.

Asset Dispositions. None (a) Until the Discharge of ABL Debt has occurred, Term Loan Agent, for itself and on behalf of the Borrower Entities shallother Term Loan Secured Parties, directly agrees that, in the event of any Insolvency Proceeding, the Term Loan Secured Parties will not object or indirectlyoppose (or support any Person in objecting or opposing) a motion for any Disposition of any ABL Priority Collateral free and clear of the Liens of Term Loan Agent and the other Term Loan Secured Parties or other claims under Sections 363, sell365 or 1129 of the Bankruptcy Code, leaseor 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), convey, transfer or otherwise dispose (including via and shall be deemed to have consented to any sale and leaseback transactionsuch Disposition of any ABL Priority Collateral under Section 363(f) of the Bankruptcy Code or any comparable provision of its non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories): (i) Sales of inventory in the ordinary course of their businesses; (ii) Sales or dispositions of damaged, worn, obsolete, or other unneeded assets in the ordinary course of their businesses for not less than Fair Market Value; (iii) Sales or other dispositions of Investments permitted Bankruptcy Law that has been consented to by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions of the entities listed on Schedule 5.02(c)(v)ABL Agent; provided, howeverthat, the junior Lien of Term Loan Agent shall remain in place with respect to any proceeds of any such Disposition that are not applied to the repayment of ABL Debt. (b) Until the Discharge of Term Loan Debt has occurred, ABL Agent, for itself and on behalf of the other ABL Secured Parties, agrees that, in the event of any Insolvency Proceeding, the ABL Secured Parties will not object or oppose (or support any Person in objecting or opposing) a motion for any Disposition of any Term Loan Priority Collateral free and clear of the Liens of ABL Agent and the other ABL Secured Parties or other claims under 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 Disposition of any Term Loan Priority Collateral under Section 363(f) of the Bankruptcy Code or any comparable provision of any other Bankruptcy Law that has been consented to by Term Loan Agent; provided, that, the junior Lien of ABL Agent shall remain in place with respect to any proceeds of any such Disposition that are not applied to the repayment of Term Loan Debt. (c) The Term Loan Secured Parties agree that the ABL Secured Parties shall have the right to credit bid under Section 363(k) of the Bankruptcy Code or otherwise under any applicable Bankruptcy Law with respect to any Disposition of the ABL Priority Collateral and the ABL Secured Parties agree that the Term Loan Secured Parties shall have the right to credit bid under Section 363(k) of the Bankruptcy Code or otherwise under any applicable Bankruptcy Law with respect to any Disposition of the Term Loan Priority Collateral; provided, that, the Secured Parties shall not be deemed to have agreed to any credit bid by other Secured Parties in connection with any sale or other disposition the Disposition of substantially all Collateral including both Term Loan Priority Collateral and ABL Priority Collateral. Term Loan Agent, for itself and on behalf of the Equity Securities and/or substantially all other Term Loan Secured Parties, agrees that, so long as the Discharge of ABL Debt has not occurred, no Term Loan Secured Party shall, without the prior written consent of ABL Agent, credit bid under Section 363(k) of the assets of Atlanta AG, the Borrower shall be in Pro Forma Compliance Bankruptcy Code or otherwise under any applicable Bankruptcy Law with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or disposition, the Borrower shall deliver respect to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer ABL Priority Collateral. ABL Agent, for itself and on behalf of the Borrower which sets forth other ABL Secured Parties, agrees that, so long as the calculation Discharge of Pro Forma Compliance Term Loan Debt has not occurred, no ABL Secured Party shall, without the prior written consent of Term Loan Agent, credit bid under Section 363(k) of the Bankruptcy Code or otherwise under any applicable Bankruptcy Law with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied respect to the prepayment of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date of the Permitted Asset Disposition pursuant to this clause (vii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that in the aggregate are equal to or less than $5,000,000 for such fiscal yearTerm Loan Priority Collateral.

Asset Dispositions. None of the The Borrower Entities shallwill not, directly or indirectlyand will not permit any Restricted Subsidiary to, sell, lease, convey, transfer or otherwise dispose (including via any sale and leaseback transaction) Dispose of any of its non-cash assets or propertyProperty to any Person, whether now owned or hereafter acquired, except for Permitted Sales and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories):except: (ia) Sales of inventory in the ordinary course of their businesses; (ii) Sales or dispositions of damaged, worn, obsolete, or other unneeded assets in the ordinary course of their businesses for not less than Fair Market Value; (iii) Sales or other dispositions of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions of the entities listed on Schedule 5.02(c)(v)Borrowing Base Property Dispositions; provided, however, that in connection with any sale or other disposition of substantially all of the Equity Securities and/or substantially all of the assets of Atlanta AG, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition;that: (vii) Sales except with respect to Casualty Events, no Event of Default or other transfers (after application of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii6.08(a)(vi); and (vii) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied to the prepayment of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default Borrowing Base Deficiency shall have occurred and be continuing or result from at the time of such sale or other dispositionDisposition, (ii) with respect to any Asset Swap, the Borrower shall cause the Oil and Gas Properties acquired pursuant thereto to become Mortgaged Properties to the extent necessary to satisfy the minimum mortgage requirement set forth in Section 5.10 upon consummation of such Asset Swap, (iii) other than in the case of Asset Swaps and Casualty Events, at least 75% of the consideration received in respect of such Borrowing Base Property Disposition shall be cash or cash equivalents, (iv) other than in Pro Forma Compliance with respect of Casualty Events, the consideration received in respect of such Borrowing Base Property Disposition shall be equal to or greater than the fair market value of the Borrowing Base Properties or Equity Interests subject to such Borrowing Base Property Disposition (as reasonably determined by an Authorized Officer of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate from the Borrower executed on its behalf by an Authorized Officer certifying to the foregoing), (v) if any such Disposition is of Equity Interests in a Borrowing Base Property Subsidiary, such Disposition shall include all Financial Covenants the Equity Interests of such Subsidiary (unless all the Borrowing Base Properties owned by such Borrowing Base Property Subsidiary are treated as having been Disposed of immediately after giving effect to such Permitted Asset Disposition and no later than the date of the Permitted Asset Disposition pursuant to this clause (viiEquity Interests), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which and (vi) in connection with such Borrowing Base Property Disposition, (A) states that no Default has occurred or the Borrowing Base shall be reduced in accordance with Section 2.20(e)(i) unless such reduction is continuing not required pursuant to the proviso in Section 2.20(e)(i), and (B) sets forth the calculation of Pro Forma Compliance with Borrower shall make all Financial Covenants mandatory prepayments required by, and within the time periods set forth in in, Section 5.03 2.09(c) (including after giving effect to any Borrowing Base reduction pursuant to Section 2.20(e)(i)); (b) Dispositions, including Asset Swaps, of any Oil and Gas Properties which are not Borrowing Base Properties; (c) Dispositions of Property constituting Investments permitted by Section 6.05; (d) Dispositions of Properties from any Loan Party to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to Borrower or any Relevant Sales that other Loan Party; (e) Dispositions in the aggregate ordinary course of business of equipment and related assets that are equal obsolete, worn out or no longer necessary or useful for the business of the Borrower or any of its Restricted Subsidiaries or are replaced by equipment of at least comparable value and use; (f) Dispositions of Hydrocarbons and seismic data in the ordinary course of business; (g) any Disposition of assets (other than Oil and Gas Properties) resulting from a Casualty Event; (h) Dispositions of Hydrocarbon Interests to which no Proved Reserves are attributed and farmouts with respect to undeveloped acreage to which no Proved Reserves are attributed and assignments in connection with such farmouts or less the abandonment, farm-out, exchange, lease, sublease or other disposition in the ordinary course of business of Oil and Gas Properties not constituting Proved Oil and Gas Properties; (i) Dispositions of accounts receivable in connection with the collection or compromise thereof (other than in connection with any financing transaction); and (j) Dispositions of Properties not constituting Oil and Gas Properties or accounts receivable, the fair market value of which (for all such Dispositions since the Effective Date) does not exceed $5,000,000 for such fiscal year50,000,000 in the aggregate.

Asset Dispositions. None If a Borrower or any Subsidiaries of the a Borrower Entities shall, directly shall at any time or indirectly, sell, lease, convey, transfer or otherwise dispose (including via any sale from time to time after an Event of Default has occurred and leaseback transaction) of any of its non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories):is continuing: (i) Sales of inventory in the ordinary course of their businesses;make or agree to make a Disposition; or (ii) Sales or dispositions suffer an Event of damaged, worn, obsolete, or other unneeded assets in Loss; and the ordinary course of their businesses for not less than Fair Market Value; (iii) Sales or other dispositions of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions aggregate amount of the entities listed on Schedule 5.02(c)(v); provided, however, that Net Proceeds received by the Borrowers and their Subsidiaries in connection with any sale such Disposition or Event of Loss and all other disposition Dispositions and Events of substantially all of Loss occurring during the Equity Securities and/or substantially all of the assets of Atlanta AGfiscal year exceeds $250,000, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied to the prepayment of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date of the Permitted Asset Disposition pursuant to this clause (vii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which then (A) states that no Default has occurred the Borrower Representative shall promptly notify the Agent of such proposed Disposition or is continuing Event of Loss (including the amount of the estimated Net Proceeds to be received by a Borrower and/or such Subsidiary in respect thereof) and (B) sets forth promptly upon receipt by a Borrower and/or such Subsidiary of the calculation Net Proceeds of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect such Disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to the Permitted Asset Disposition; Agent for distribution to the Lenders as a prepayment of the Loans, which prepayment shall be applied in accordance with subsection 1.8(d) hereof. Notwithstanding the foregoing and providedprovided no Default or Event of Default has occurred and is continuing, further, that the Borrower’s requirement to advise the Administrative Agent as provided above such prepayment shall not apply be required to any Relevant Sales that the extent a Borrower or such Subsidiary reinvests the Net Proceeds of such Disposition or Event of Loss in productive assets (other than Inventory) of a kind then used or usable in the aggregate are equal business of a Borrower or such Subsidiary, within one hundred eighty (180) days after the date of such Disposition or Event of Loss or enters into a binding commitment thereof within said one hundred eighty (180) day period and subsequently makes such reinvestment. Pending such reinvestment, the Net Proceeds shall be delivered to or less than $5,000,000 the Agent, for such fiscal yeardistribution to the Revolving Lenders, as a prepayment of the Revolving Loans (to the extent of Revolving Loans then outstanding), but not as a permanent reduction of the Commitment.

Asset Dispositions. None (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate any Asset Disposition (provided that the Borrower Entities shall, directly or indirectly, sellsale, lease, convey, transfer conveyance or otherwise dispose (including via any sale other disposition of all or substantially all of the assets of the Company and leaseback transactionits Restricted Subsidiaries taken as a whole shall be governed by the provisions of Article 6 and not by the provisions of this Section 5.05) of any of its non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one unless all of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories): conditions are met: (i) Sales the aggregate fair market value of inventory assets sold or otherwise disposed of in Asset Dispositions in any fiscal year of the Company does not exceed $20,000,000; provided that the limitation of this clause (i) shall not apply to: (1) prior to the Distribution Date, Asset Dispositions that do not involve CBT Assets or CBW Assets, the Net Proceeds of which are applied substantially concurrently with the receipt thereof, in accordance with clause (c) below; (2) after the Distribution Date, Asset Dispositions that do not involve CBT Assets, the Net Proceeds of which are applied substantially concurrently with the receipt thereof, in accordance with clause (c) below; (3) Asset Dispositions by CBW Co. of Spectrum Assets, so long as Net Proceeds of such Asset Dispositions are applied substantially concurrently with the receipt thereof, in accordance with clause (c) below; (4) Asset Dispositions by CBW and CBT of towers and associated equipment, cabling, antennae and other appurtenances thereto, in each case, used in the ordinary course operations of their businesses; CBW’s wireless business, so long as such Asset Dispositions are made as Sale and Leaseback Transactions and the Net Proceeds of such Asset Dispositions are applied substantially concurrently with the receipt thereof, in accordance with clause (c) below; and (5) Permitted Asset Swaps; (ii) Sales the consideration received is at least equal to the fair market value of such assets (except as the result of (x) any foreclosure or dispositions of damagedsale by the lenders under the Credit Documents or (y) Net Proceeds received from an insurer or a Governmental Authority, wornas the case may be, obsolete, or other unneeded assets in the ordinary course event of their businesses for not less than Fair Market Value; loss, damage, destruction or condemnation); (iii) Sales in the case of Asset Dispositions that are not Permitted Asset Swaps, at least 80% of the consideration received is cash or other dispositions of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market ValueCash Equivalents; provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]; (v) Sales prior to the Distribution Date, no Default or other dispositions Event of the entities listed on Schedule 5.02(c)(v)Default then exists or shall result from such Asset Disposition; provided, however, that in connection with the amount of (x) any sale liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet) of the Company or any Restricted Subsidiary that are assumed by the transferee of any such assets pursuant to any arrangement releasing the Company or such Restricted Subsidiary from further liability and (y) any securities, notes or other disposition of substantially all obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents within 90 days after the Asset Disposition (to the extent of the Equity Securities and/or substantially all cash received), shall be deemed to be cash for purposes of this provision. (b) Subject to clause (a)(i) above, within 365 days after the receipt of any Net Proceeds from an Asset Disposition, the Company or the Restricted Subsidiary making such Asset Disposition, as the case may be, may, at its option, apply such Net Proceeds (i) to permanently reduce Senior Indebtedness or any Indebtedness of the assets Restricted Subsidiaries of Atlanta AGthe Company which are not Guarantors, or to purchase the Notes (with the consent of the Holders thereof to the extent required) or Indebtedness ranking pari passu with the Notes (and to correspondingly reduce commitments with respect thereto, to the extent applicable) or (ii) to the acquisition of a controlling interest in another business, the Borrower making of Capital Expenditures or the investment in or acquisition of other long-term assets, in each case, in the same or a similar line of business as the Company and its Subsidiaries engaged in at the time such assets were sold or in a business reasonably related, complementing or ancillary thereto or a reasonable expansion thereof. Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit Indebtedness under the Credit Agreement or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Dispositions that are not applied or invested as provided in the first sentence of this paragraph shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds in Pro Forma Compliance with all Financial Covenants after giving effect any fiscal year $5,000,000, the Company shall make an Asset Sale Offer pursuant to such sale or disposition Section 4.10 to purchase the maximum Accreted Value of Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the outstanding Accreted Value thereof, plus accrued and no later than unpaid interest, thereon to the date of any such sale or dispositionpurchase, in accordance with the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants procedures set forth in Section 5.03 after giving effect 4.10; provided, however, that if the Company elects (or is required by the terms of any other Senior Subordinated Indebtedness), such Asset Sale Offer may be made ratably to purchase the Notes and other Senior Subordinated Indebtedness of the Company. Upon completion of such sale or disposition;offer to purchase, the amount of Excess Proceeds shall be reset at zero. (vic) Sales or other transfers of property and assets Subject to clause (a)(i) above, Net Proceeds from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied to the prepayment Asset Dispositions in excess of the Loans or otherwise as $20,000,000 per fiscal year limitation set forth in Section 2.06(c5.05(a)(i) shall be applied, substantially concurrently with the receipt thereof, to permanently reduce Senior Indebtedness. Any such Net Proceeds remaining after all Senior Indebtedness has been permanently repaid shall constitute the Excess Proceeds with respect to which an Asset Sale Offer pursuant to Section 4.10 shall be made as provided in the foregoing clause (b); provided that no Default shall have occurred and be continuing or result from such sale or other disposition. (d) Notwithstanding anything herein to the contrary, the Borrower Company shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted not, and shall not permit any of its Restricted Subsidiaries to, consummate any Asset Disposition and no later involving any Capital Stock of CBT or any of CBT’s Restricted Subsidiaries, other than the date of the Permitted Asset Disposition pursuant to this clause (vii), a transaction governed by the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing and (B) sets forth the calculation provisions of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that in the aggregate are equal to or less than $5,000,000 for such fiscal yearArticle 6.

Asset Dispositions. None The Company shall not make any Disposition, except: (A) Dispositions of the Borrower Entities shall, directly obsolete or indirectly, sell, lease, convey, transfer or otherwise dispose (including via any sale and leaseback transaction) of any of its nonworn-cash assets or out property, whether now owned or hereafter acquired, except for Permitted Sales and in the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one ordinary course of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories):business; (iB) Sales Dispositions of inventory in the ordinary course of their businessesbusiness; (C) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) Sales the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (D) the Company may lease (as lessee) or dispositions of damaged, worn, obsolete, license (as licensee) real or other unneeded assets personal property in the ordinary course of their businesses for business so long as any such lease or license does not less than Fair Market Valuecreate a capital lease obligation or Synthetic Lease Obligation except to the extent permitted by Section 18.5(c)(ii)(E); (iiiE) Sales the Company may grant licenses, sublicenses, leases or subleases to other dispositions Persons not materially interfering with the conduct of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that the business of the Company, in each case so long as no Default shall have occurred and be continuingsuch grant otherwise affects Aron’s security interest in the asset or property subject thereto; (ivF) [Intentionally Omitted]the Company may liquidate or otherwise dispose of cash equivalents in the ordinary course of business, in each case for cash at fair market value; (vG) Sales or other dispositions of the entities listed on Schedule 5.02(c)(v); provided, however, that in connection with any sale or other disposition of substantially all of the Equity Securities and/or substantially all of the assets of Atlanta AG, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers Company may dispose of property and assets from De Minimis US to the extent such property and assets were the subject of a casualty or of condemnation proceedings upon the occurrence of an event that gives rise to the receipt by the Company or any of its Subsidiaries dissolved pursuant of any cash insurance proceeds or condemnation awards payable (i) by reason of theft, loss, physical destruction, damage, taking or any other similar event with respect to Section 5.02(d)(ii)any property or assets of the Company or (ii) under any policy of insurance maintained by any of them; (H) Dispositions of the Company’s vehicles in the ordinary course of business; and (viiI) Sales Dispositions of property or other dispositions for Fair Market Value, assets in transactions not otherwise permitted by this Section 18.5(c)(v) provided the Net Cash Proceeds of which are applied to the prepayment of the Loans net sale proceeds received from all assets or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date of the Permitted Asset Disposition property sold pursuant to this clause (vii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (AH) states that no Default has occurred or is continuing and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to exceed $5,000,000.00 in any Relevant Sales that in fiscal year of the aggregate are equal to or less than $5,000,000 for such fiscal yearCompany.

Asset Dispositions. None Parent shall not, and shall not permit any Restricted Subsidiary to, Dispose of any assets to any Person, except that: (a) any Obligor may Dispose of assets to any Obligor that is a Wholly-Owned Subsidiary; (b) any Restricted Subsidiary that is not an Obligor may Dispose of assets to an Obligor; (c) any Obligor may Dispose of assets to any other Obligor that is not a Wholly-Owned Subsidiary and any Restricted Subsidiary; provided that the aggregate value of all assets Disposed of in reliance on this Section 8.05(c) (net of the Borrower Entities shall, directly or indirectly, sell, lease, convey, transfer or otherwise dispose (including via any sale and leaseback transaction) value of any of its nonsuch assets subsequently transferred to any Obligor by an Obligor that is not a Wholly-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales and Owned Subsidiary) since the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or Effective Date shall not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories): exceed (i) Sales of inventory in the ordinary course of their businesses; $25,000,000 plus (ii) Sales up to an additional $25,000,000 so long as, at the time of such Disposition, no Default or dispositions Event of damaged, worn, obsolete, or other unneeded assets in the ordinary course of their businesses for not less than Fair Market Value; (iii) Sales or other dispositions of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing; (ivd) [Intentionally Omitted]any Specified Disposition shall be permitted; (ve) Sales Parent and its Restricted Subsidiaries may Dispose of inventory or other dispositions obsolete or worn-out property in the ordinary course of business; (f) Parent and its Restricted Subsidiaries may make Investments permitted by Section 8.06 and Restricted Payments permitted by Section 8.08, in each case to the entities listed on Schedule 5.02(c)(v); provided, however, that extent constituting Dispositions; (g) any Disposition of Receivables and Receivables Related Security in connection with any sale Permitted Factoring Transaction shall be permitted and any Permitted Customer Notes Disposition shall be permitted, so long as at the time of such Disposition in connection with any Permitted Factoring Transaction, no Default or Event of Default then exists or would arise as a result of the applicable transaction; (h) any Disposition of assets resulting from a casualty event or condemnation proceeding, expropriation or other disposition of substantially all of the Equity Securities and/or substantially all of the assets of Atlanta AG, the Borrower involuntary taking by a Governmental Authority shall be permitted; (i) Parent and its Restricted Subsidiaries may grant in Pro Forma Compliance the ordinary course of business any license of Intellectual Property that does not interfere in any material respect with all Financial Covenants the business of Parent or any of its Restricted Subsidiaries; (j) Parent and its Restricted Subsidiaries may Dispose of assets so long as at the time thereof and immediately after giving effect to such sale thereto, (i) no Default or disposition and no later than the date Event of any such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied to the prepayment of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from continuing, (ii) at least 75% of the consideration received in respect of such sale or other disposition, the Borrower Disposition shall be cash or Cash Equivalents, (iii) the consideration received in Pro Forma Compliance with all respect of such Disposition shall be equal to or greater than the fair market value of the assets subject to such Disposition (as reasonably determined by a Principal Financial Covenants Officer of Parent, and if requested by the Administrative Agent, Parent shall deliver a certificate of a Principal Financial Officer of Parent certifying as to the foregoing), and (iv) after giving pro forma effect to such Permitted Asset Disposition Disposition, Parent and no later than its Restricted Subsidiaries would be in compliance with the date of the Permitted Asset Disposition pursuant to this clause (vii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants covenant set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that 8.09; (k) Dispositions of surplus property in the ordinary course of business shall be permitted so long as the aggregate fair market value of all such surplus property Disposed of pursuant to this Section 8.05(k) does not exceed (i) $35,000,000 from the Effective Date through December 31, 2020, (ii) $30,000,000 during the Fiscal Year ending December 31, 2021, and (iii) $25,000,000 during any Fiscal Year thereafter; (l) Dispositions of equipment in the ordinary course of business, the proceeds of which are equal to reinvested in the acquisition of other equipment of comparable value and useful in the business of Parent and its Restricted Subsidiaries within 180 days of such Disposition, shall be permitted; (m) leases of real or less than personal property in the ordinary course of business shall be permitted; (n) Permitted Intercompany Treasury Management Transactions; (o) Dispositions constituting Permitted Intercompany Specified Transactions, so long as at the time of such Disposition, no Default or Event of Default then exists or would arise as a result of the applicable transaction; and (p) Parent and its Restricted Subsidiaries may Dispose of any personal or real property with a fair market value not in excess of $5,000,000 for such fiscal year2,500,000 in any Fiscal Year.

Asset Dispositions. None (a) Until the Discharge of ABL Obligations has occurred, each Fixed Asset Collateral Agent, for itself and on behalf of each other Fixed Asset Claimholder represented by it, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Fixed Asset Claimholders will not seek consultation rights in connection with, and will not object or oppose (or support any Person in objecting or opposing) a motion for any Disposition of any ABL Priority Collateral free and clear of the Borrower Entities shallLiens of Fixed Asset Collateral Agents and the Fixed Asset Claimholders or other claims under Sections 363, directly 365, 1129 or indirectly1141 of the Bankruptcy Code, sellor 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), lease, convey, transfer or otherwise dispose (including via and shall be deemed to have consented to any sale and leaseback transactionsuch Disposition of any ABL Priority Collateral under Section 363(f) of the Bankruptcy Code that has been consented to by any of its non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories): (i) Sales of inventory in the ordinary course of their businesses; (ii) Sales or dispositions of damaged, worn, obsolete, or other unneeded assets in the ordinary course of their businesses for not less than Fair Market Value; (iii) Sales or other dispositions of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market ValueABL Collateral Agent; provided that no Default the proceeds of such Disposition of any Collateral to be applied to the ABL Obligations or the Fixed Asset Obligations are applied in accordance with Sections 4.1 and 4.2. (b) Until the Discharge of Fixed Asset Obligations has occurred, each ABL Collateral Agent, for itself and on behalf of each other ABL Claimholder represented by it, agrees that, in the event of any Insolvency or Liquidation Proceeding, the ABL Claimholders will not seek consultation rights in connection with, and will not object or oppose (or support any Person in objecting or opposing), a motion to any Disposition of any Fixed Asset Priority Collateral free and clear of the Liens of ABL Collateral Agent and the ABL Claimholders or other claims under Sections 363, 365, 1129 or 1141 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 Disposition of any Fixed Asset Priority Collateral under Section 363(f) of the Bankruptcy Code that has been consented to by any Fixed Asset Collateral Agent; provided that the proceeds of such Disposition of any Collateral to be applied to the ABL Obligations or the Fixed Asset Obligations are applied in accordance with Sections 4.1 and 4.2. (c) The Fixed Asset Claimholders agree that the ABL Claimholders shall have occurred and be continuing; (ivthe right to credit bid under Section 363(k) [Intentionally Omitted]; (v) Sales or other dispositions of the entities listed on Schedule 5.02(c)(v)Bankruptcy Code with respect to any Disposition of, the ABL Priority Collateral and the ABL Claimholders agree that the Fixed Asset Claimholders shall have the right to credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of the Fixed Asset Priority Collateral; provided, however, provided that the Claimholders shall not be deemed to have agreed to any credit bid by other Claimholders in connection with any sale or the Disposition of Collateral consisting of both Fixed Asset Priority Collateral and ABL Priority Collateral. Each Fixed Asset Collateral Agent, for itself and on behalf of each other disposition Fixed Asset Claimholder represented by it, agrees that, so long as the Discharge of substantially all ABL Obligations has not occurred, no Fixed Asset Claimholder shall, without the prior written consent of the Equity Securities and/or substantially all Designated ABL Collateral Agent, credit bid under Section 363(k) of the assets of Atlanta AG, the Borrower shall be in Pro Forma Compliance Bankruptcy Code with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or disposition, the Borrower shall deliver respect to the Administrative Agent a certificate executed ABL Priority Collateral. Each ABL Collateral Agent, for itself and on behalf of each other ABL Claimholder represented by it, agrees that, so long as the Chief Accounting Officer or Treasurer Discharge of Fixed Asset Obligations has not occurred, no ABL Claimholder shall, without the prior written consent of the Borrower which sets forth Designated Fixed Asset Collateral Agent, credit bid under Section 363(k) of the calculation of Pro Forma Compliance Bankruptcy Code with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied respect to the prepayment of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Fixed Asset Disposition and no later than the date of the Permitted Asset Disposition pursuant to this clause (vii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that in the aggregate are equal to or less than $5,000,000 for such fiscal yearPriority Collateral.

Asset Dispositions. None of the Borrower Entities shall, directly or indirectly, sell, lease, convey, transfer or otherwise dispose (including via Make any sale and leaseback transaction) of any of its non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories):Disposition except: (ia) Sales the sale of inventory in the ordinary course of their businessesbusiness; (iib) Sales or dispositions of damagedthe write-off, worndiscount, obsolete, sale or other unneeded assets disposition of defaulted or past-due receivables and similar obligations in the ordinary course of their businesses for business and not less than Fair Market Valueundertaken as part of an accounts receivable financing transaction; (iiic) Sales the sale of obsolete, worn-out or other dispositions surplus assets no longer used or usable in the business of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuingthe Borrower or any of its Subsidiaries; (ivd) [Intentionally Omitted]the transfer by any Credit Party of its assets to any other Credit Party or the transfer of assets to the Borrower or any Guarantor pursuant to any other transaction permitted pursuant to Section 7.4; (ve) Sales or other dispositions the transfer by any Non-Guarantor Subsidiary of the entities listed on Schedule 5.02(c)(v); provided, however, its assets to any Credit Party (provided that in connection with any sale new transfer, such Credit Party shall not pay more than an amount equal to the fair market value of such assets as determined in good faith at the time of such transfer); (f) the transfer by any Non-Guarantor Subsidiary of its assets to any other Non-Guarantor Subsidiary (g) non-exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering, individually or other disposition of substantially all in the aggregate, in any material respect with the conduct of the Equity Securities and/or substantially all of the assets of Atlanta AG, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer business of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or dispositionand its Subsidiaries; (vih) Sales leases, subleases, licenses or sublicenses of real or personal property granted by the Borrower or any of its Subsidiaries to others in the ordinary course of business not detracting from the value of such real or personal property or interfering in any material respect with the business of the Borrower or any of its Subsidiaries; (i) Sale Leaseback Transactions in an aggregate amount not to exceed $20,000,000 during the term of this Agreement; (j) the sale and/or exchange of Cash Equivalents; (k) the sale or exchange of Investments made by the Borrower in joint ventures, limited liability companies, limited partnerships and other transfers types of entities, in which the Borrower holds less than fifty percent (50%) of any ownership interest in such entities; provided that (i) no Default or Event of Default shall exist or would result from such Asset Disposition and (ii) the aggregate fair market value of all property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii)disposed of in reliance on this clause (k) shall not exceed $15,000,000 in any Fiscal Year; and (viil) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied Asset Dispositions not otherwise permitted pursuant to the prepayment of the Loans or otherwise as set forth in Section 2.06(c)this Section; provided that (i) no Default or Event of Default shall have occurred and be continuing exist or would result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than (ii) the date aggregate fair market value of the Permitted Asset Disposition pursuant to all property disposed of in reliance on this clause (vii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (Al) states that no Default has occurred or is continuing and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that in the aggregate are equal to or less than exceed $5,000,000 for such fiscal yearin any Fiscal Year.

Asset Dispositions. None of the Borrower Entities shall(a) Parent shall not, directly or indirectly, sell, lease, convey, transfer or otherwise dispose (including via any sale and leaseback transaction) of shall not permit any of its non-Restricted Subsidiaries to consummate an Asset Disposition unless: (1) Parent or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Disposition) of the shares and assets subject to such Asset Disposition; and (2) at least 75% of the consideration received by Parent or such Restricted Subsidiary, as the case may be, from such Asset Disposition and all other Asset Dispositions since the Issue Date is in the form of cash assets or propertyCash Equivalents. For the purposes of clause (2) above and for no other purpose, whether now owned or hereafter acquired, except for Permitted Sales and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories):will be deemed to be cash: (i) Sales any liabilities (as shown on Parent’s or such Restricted Subsidiary’s most recent balance sheet) of inventory in Parent or any of its Restricted Subsidiaries (other than liabilities that are by their terms subordinated to the ordinary course Notes or the Note Guarantees) that are assumed by the transferee of their businessesany such assets pursuant to a written agreement that releases Parent and all such Restricted Subsidiaries from or indemnifies against further liability; (ii) Sales any Designated Non-Cash Consideration received by Parent or dispositions any of damaged, worn, obsolete, or other unneeded assets its Restricted Subsidiaries in the ordinary course of their businesses for not less than such Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (ii) that is at that time outstanding, not to exceed the greater of (x) $50.0 million and (y) 3.0% of Total Assets at the time of the receipt of such Designated Non-Cash Consideration (with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (iii) Sales any securities, notes or other dispositions obligations received by Parent or any of Investments permitted its Restricted Subsidiaries from the transferee that are converted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing; Parent or such Restricted Subsidiary into cash or Cash Equivalents (iv) [Intentionally Omitted]; (v) Sales or other dispositions to the extent of the entities listed on Schedule 5.02(c)(v); provided, however, that in connection with any sale cash or other disposition Cash Equivalents received) within 180 days following the closing of substantially all of the Equity Securities and/or substantially all of the assets of Atlanta AG, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied to the prepayment of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date of the Permitted Asset Disposition pursuant to this clause (vii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that in the aggregate are equal to or less than $5,000,000 for such fiscal year.and

Asset Dispositions. None Neither Borrower nor any of the Borrower Entities shall, directly or indirectly, its Subsidiaries shall sell, lease, convey, transfer or otherwise dispose (including via any sale and leaseback transaction) of any of its non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories):following: (i) Sales of inventory by Borrower and its Subsidiaries in the ordinary course of their businesses; (ii) Sales or dispositions of surplus, damaged, worn, obsolete, worn or other unneeded assets in the ordinary course of their businesses obsolete equipment or inventory for not less than Fair Market Valuefair market value; (iii) Sales or other dispositions of Investments permitted by Section 5.02(e)(iiclause (i) of Subparagraph 5.02(e) for not less than Fair Market Value; provided that no Default shall have occurred and be continuingfair market value; (iv) [Intentionally Omitted]Sales or assignments of defaulted receivables to a collection agency in the ordinary course of business; (v) Sales Licenses by Borrower or other dispositions its Subsidiaries of its patents, copyrights, trademarks, trade names and service marks in the entities listed on Schedule 5.02(c)(v); provided, however, that in connection with any sale or other disposition ordinary course of substantially all of the Equity Securities and/or substantially all of the assets of Atlanta AG, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or dispositionits business; (vi) Sales or other transfers dispositions of assets and property by Borrower to any of Borrower's Subsidiaries or by any of Borrower's Subsidiaries to Borrower or any of its other Subsidiaries, provided that the terms of any such sales or other dispositions by or to Borrower are terms which are no less favorable to Borrower then would prevail in the market for similar transactions between unaffiliated parties dealing at arm's length; (vii) Sales, for cash, in the ordinary course of business of (A) accounts receivable of Borrower's foreign Subsidiaries and assets from De Minimis US certain rights and property of Borrower's foreign Subsidiaries dissolved pursuant related to Section 5.02(d)(iithe collection of or constituting proceeds of such accounts receivable, and (B) accounts receivable of Borrower and certain rights and property of Borrower related to the collection of or constituting proceeds of such accounts receivable in an aggregate amount not to exceed at any time twenty percent (20%) of Borrower's aggregate accounts receivable, as measured at the end of each fiscal quarter of Borrower, and in each case with respect to the foregoing (A) and (B), with or without recourse, at a discount rate not to exceed twenty percent (20%); and (viiviii) Sales or Other sales, leases, transfers and disposals of assets and property (other dispositions for Fair Market Valuethan sales, the Net Cash Proceeds leases, transfers and disposals of accounts receivable and related rights and property which are applied to the prepayment of the Loans or otherwise shall be permitted only as expressly set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date of the Permitted Asset Disposition pursuant to this clause (vii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that in the aggregate are equal to or less than $5,000,000 for such fiscal year.clause

Asset Dispositions. None The Company shall not make any Disposition, except: (A) Dispositions of the Borrower Entities shall, directly obsolete or indirectly, sell, lease, convey, transfer or otherwise dispose (including via any sale and leaseback transaction) of any of its nonworn-cash assets or out property, whether now owned or hereafter acquired, except for Permitted Sales and in the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one ordinary course of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories):business; (iB) Sales Dispositions of inventory in the ordinary course of their businessesbusiness; (C) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) Sales the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (D) the Company may lease (as lessee) or dispositions of damaged, worn, obsolete, license (as licensee) real or other unneeded assets personal property in the ordinary course of their businesses for business so long as any such lease or license does not less than Fair Market Valuecreate a capital lease obligation or Synthetic Lease Obligation except to the extent permitted by Section 5(b)(ii)(E); (iiiE) Sales the Company may grant licenses, sublicenses, leases or subleases to other dispositions Persons not materially interfering with the conduct of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that the business of the Company, in each case so long as no Default shall have occurred and be continuingsuch grant otherwise affects Aron’s security interest in the asset or property subject thereto; (ivF) [Intentionally Omitted]the Company may liquidate or otherwise dispose of cash equivalents in the ordinary course of business, in each case for cash at fair market value; (vG) Sales or other dispositions of the entities listed on Schedule 5.02(c)(v); provided, however, that in connection with any sale or other disposition of substantially all of the Equity Securities and/or substantially all of the assets of Atlanta AG, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers Company may dispose of property and assets from De Minimis US to the extent such property and assets were the subject of a casualty or of condemnation proceedings upon the occurrence of an event that gives rise to the receipt by the Company or any of its Subsidiaries dissolved pursuant of any cash insurance proceeds or condemnation awards payable (i) by reason of theft, loss, physical destruction, damage, taking or any other similar event with respect to Section 5.02(d)(ii)any property or assets of the Company or (ii) under any policy of insurance maintained by any of them; (H) Dispositions of the Company’s vehicles in the ordinary course of business; and (viiI) Sales Dispositions of property or other dispositions for Fair Market Value, assets in transactions not otherwise permitted by this Section 5(v) provided the Net Cash Proceeds of which are applied to the prepayment of the Loans net sale proceeds received from all assets or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date of the Permitted Asset Disposition property sold pursuant to this clause (vii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (AH) states that no Default has occurred or is continuing and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that in the aggregate are equal to or less than exceed $5,000,000 for such in any fiscal yearyear of the Company.

Asset Dispositions. None The Credit Parties will not permit the Parent or any Consolidated Party to make any Asset Disposition other than an Excluded Asset Disposition unless (a) at least 80% of the Borrower Entities shall, directly or indirectly, sell, lease, convey, transfer or otherwise dispose (including via any sale and leaseback transaction) of any of its non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories): (i) Sales of inventory in the ordinary course of their businesses; (ii) Sales or dispositions of damaged, worn, obsolete, or other unneeded assets in the ordinary course of their businesses for not less than Fair Market Value; (iii) Sales or other dispositions of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions of the entities listed on Schedule 5.02(c)(v); provided, however, that consideration paid in connection with any therewith shall consist of cash or Cash Equivalents, (b) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited by the terms of Section 8.13, (c) such transaction does not involve the sale or other disposition of substantially all a minority equity interest in any Consolidated Party, (d) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other Property concurrently being disposed of in a transaction otherwise permitted under this Section 8.5, (e) the Equity Securities and/or substantially aggregate net book value of all of the assets sold or otherwise disposed of Atlanta AGby the Parent and the Consolidated Parties in all such transactions after the Closing Date shall not exceed $5,000,000, (f) if the Borrower shall be aggregate net book value of the assets being sold or otherwise disposed of by the Parent and the Consolidated Parties in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or dispositiontransaction exceeds $250,000, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting of an Executive Officer or Treasurer of the Borrower which sets specifying the anticipated date of such Asset Disposition, briefly describing the assets to be sold or otherwise disposed of and setting forth the calculation net book value of Pro Forma Compliance such assets, the aggregate consideration and the Net Cash Proceeds to be received for such assets in connection with all Financial Covenants set forth in Section 5.03 after giving effect such Asset Disposition and (g) the Credit Parties shall, within the period of 360 days following the consummation of such Asset Disposition (with respect to any such sale Asset Disposition, the "Application Period"), apply (or disposition; (vicause to be applied) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant an amount equal to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied such Asset Disposition to (i) make Eligible Reinvestments or (ii) prepay the Loans (and cash collateralize LOC Obligations) in accordance with the terms of Section 3.3(b)(ii)(A). Pending final application of the Net Cash Proceeds of any Asset Disposition, the Parent and the Consolidated Parties may apply such Net Cash Proceeds to temporarily reduce the Revolving Loans or to make Investments in Cash Equivalents. Upon a sale of assets or the sale of Capital Stock of a Consolidated Party permitted by this Section 8.5, the Agent shall (to the prepayment of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date of the Permitted Asset Disposition pursuant to this clause (vii), the Borrower shall extent applicable) deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred Credit Parties, upon the Credit Parties' request and at the Credit Parties' expense, such documentation as is reasonably necessary to evidence the release of the Agent's security interest, if any, in such assets or is continuing Capital Stock, including, without limitation, amendments or terminations of UCC financing statements, if any, the return of stock certificates, if any, and (B) sets forth the calculation release of Pro Forma Compliance with such Consolidated Party from all Financial Covenants set forth in Section 5.03 after giving effect to of its obligations, if any, under the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that in the aggregate are equal to or less than $5,000,000 for such fiscal yearCredit Documents.

Asset Dispositions. None Within three (3) Business Days after the date of receipt of Net Cash Proceeds of any Asset Disposition by the Borrower Entities shall, directly or indirectly, sell, lease, convey, transfer or otherwise dispose (including via any sale and leaseback transaction) of any of its non-cash assets or propertyRestricted Subsidiaries (other than (x) any Asset Disposition permitted pursuant to, whether now owned or hereafter acquiredand in accordance with, except for Permitted Sales and the following clauses (“Permitted Asset Dispositions”a) through (e), which Permitted Asset Dispositions may fall within clause (h) and clauses (k) through (q) of Section 10.5, (y) any one remaining Net Cash Proceeds of the following categories sale of the Borrower’s interiors business that have not been applied to prepay the Initial Term Loans (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories): (i) Sales of inventory as defined in the ordinary course of their businesses; (iiOriginal Credit Agreement) Sales or dispositions of damaged, worn, obsolete, or other unneeded assets in the ordinary course of their businesses for not less than Fair Market Value; (iii) Sales or other dispositions of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions of the entities listed on Schedule 5.02(c)(v); provided, however, that in connection with any sale or other disposition of substantially all of the Equity Securities and/or substantially all of the assets of Atlanta AG, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or disposition, the Borrower shall deliver prior to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance 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 all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are 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, if, at the 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 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 the Term Loans and to the repurchase or otherwise as set forth in Section 2.06(crepayment 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); provided it being understood that no Default shall have occurred and be continuing or result from such sale or other disposition(1) subject to the foregoing, the Borrower 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 Pro Forma Compliance accordance with all Financial Covenants the terms hereof) and (2) to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within three (3) Business Days after giving effect to such Permitted Asset Disposition and no later than the date of such rejection) be applied to prepay the Permitted Asset Disposition pursuant to this clause (vii)Term Loans in accordance with the terms hereof. Notwithstanding the foregoing, the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (A) states that so long as no Event of Default has occurred and is continuing, no prepayment shall be required under this Section 5.4(c)(iii) to the extent that such Net Cash Proceeds are reinvested in assets used or is continuing useful in the business of the Borrower and its Restricted Subsidiaries within twelve (12) months after receipt of such Net Cash Proceeds (or, if such Credit Party or such Restricted Subsidiary has contractually committed within twelve (12) months after receipt of such Net Cash Proceeds to so reinvest such Net Cash Proceeds, then within eighteen (18) months after receipt of such Net Cash Proceeds) by such Credit Party or such Restricted Subsidiary (it being agreed that any portion of such Net Cash Proceeds not actually reinvested within such twelve (12) month period (or, if applicable, eighteen (18) month period) shall be prepaid in accordance with this Section 5.4(c)(iii) on or before the last day of such twelve (12) month period (or, if applicable, eighteen (18) month period)) and (B) sets forth the calculation no such prepayment shall be required in respect of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect Net Cash Proceeds attributable to ABL Priority Collateral to the Permitted Asset Disposition; and provided, further, that extent the Borrower’s requirement Borrower applies such Net Cash Proceeds to advise prepay Indebtedness under the Administrative Agent as provided above shall not apply to any Relevant Sales that in the aggregate are equal to or less than $5,000,000 for such fiscal yearABL Facility.

Asset Dispositions. None (a) Until the Discharge of ABL Debt has occurred, the Term Loan Agent, for itself and on behalf of the Borrower Entities shallother Term Loan Secured Parties, directly agrees that, in the event of any Insolvency Proceeding, the Term Loan Secured Parties will not object or indirectlyoppose (or support any Person in objecting or opposing) a motion for any Disposition of any ABL Priority Collateral free and clear of the Liens of Term Loan Agent and the other Term Loan Secured Parties or other claims under Sections 363, sell365 or 1129 of the Bankruptcy Code, leaseor 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), convey, transfer or otherwise dispose (including via and shall be deemed to have consented to any sale and leaseback transactionsuch Disposition of any ABL Priority Collateral under Section 363(f) of any of its non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of Bankruptcy Code that has been consented to by the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories): (i) Sales of inventory in the ordinary course of their businesses; (ii) Sales or dispositions of damaged, worn, obsolete, or other unneeded assets in the ordinary course of their businesses for not less than Fair Market Value; (iii) Sales or other dispositions of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions of the entities listed on Schedule 5.02(c)(v)ABL Agent; provided, howeverthat, the Proceeds of such Disposition of any Collateral to be applied to the ABL Debt or the Term Loan Debt are applied in accordance with Sections 4.1 and 4.2. (b) Until the Discharge of Term Loan Debt has occurred, the ABL Agent, for itself and on behalf of the other ABL Secured Parties, agrees that, in the event of any Insolvency Proceeding, the ABL Secured Parties will not object or oppose (or support any Person in objecting or opposing) a motion to any Disposition of any Term Loan Priority Collateral free and clear of the Liens of ABL Agent and the other ABL Secured Parties or other claims under 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 Disposition of any Term Loan Priority Collateral under Section 363(f) of the Bankruptcy Code that has been consented to by the Term Loan Agent; provided, that, the Proceeds of such Disposition of any Collateral to be applied to the ABL Debt or the Term Loan Debt are applied in accordance with Sections 4.1 and 4.2. (c) The Term Loan Secured Parties agree that the ABL Secured Parties shall have the right to credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of, the ABL Priority Collateral and the ABL Secured Parties agree that the Term Loan Secured Parties shall have the right to credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of the Term Loan Priority Collateral; provided, that, the Secured Parties shall not be deemed to have agreed to any credit bid by other Secured Parties in connection with any sale or other disposition the Disposition of substantially all Collateral consisting of both Term Loan Priority Collateral and ABL Priority Collateral. The Term Loan Agent, for itself and on behalf of the Equity Securities and/or substantially all other Term Loan Secured Parties, agrees that, so long as the Discharge of ABL Debt has not occurred, no Term Loan Secured Party shall, without the prior written consent of the assets ABL Agent, credit bid under Section 363(k) of Atlanta AG, the Borrower shall be in Pro Forma Compliance Bankruptcy Code with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or disposition, the Borrower shall deliver respect to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer ABL Priority Collateral. The ABL Agent, for itself and on behalf of the Borrower which sets forth other ABL Secured Parties, agrees that, so long as the calculation Discharge of Pro Forma Compliance Term Loan Debt has not occurred, no ABL Secured Party shall, without the prior written consent of the Term Loan Agent, credit bid under Section 363(k) of the Bankruptcy Code with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied respect to the prepayment of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date of the Permitted Asset Disposition pursuant to this clause (vii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that in the aggregate are equal to or less than $5,000,000 for such fiscal yearTerm Loan Priority Collateral.

Asset Dispositions. None The Credit Parties will not permit any Consolidated Party to make any Asset Disposition other than an Excluded Asset Disposition unless (a) at least 75% of the Borrower Entities shall, directly or indirectly, sell, lease, convey, transfer or otherwise dispose (including via any sale and leaseback transaction) of any of its non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories): (i) Sales of inventory in the ordinary course of their businesses; (ii) Sales or dispositions of damaged, worn, obsolete, or other unneeded assets in the ordinary course of their businesses for not less than Fair Market Value; (iii) Sales or other dispositions of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions of the entities listed on Schedule 5.02(c)(v); provided, however, that consideration paid in connection with any therewith shall consist of cash or Cash Equivalents, (b) such transaction does not involve the sale or other disposition of substantially all a minority equity interest in any Consolidated Party, (c) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to or generated by other Property concurrently being disposed of in a transaction otherwise permitted under this Section 8.5, (d) the Equity Securities and/or substantially aggregate tangible net book value of all of the assets sold or otherwise disposed of Atlanta AGby the Consolidated Parties in all such transactions after the Closing Date shall not exceed $15,000,000, (e) if the Borrower shall be aggregate net book value of the assets being sold or otherwise disposed of by the Consolidated Parties in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or dispositiontransaction exceeds $2,000,000, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting of an Executive Officer or Treasurer of the Borrower which sets specifying the anticipated date of such Asset Disposition, briefly describing the assets to be sold or otherwise disposed of and setting forth the calculation net book value of Pro Forma Compliance such assets, the aggregate consideration and the Net Cash Proceeds to be received for such assets in connection with all Financial Covenants set forth in Section 5.03 after giving effect such Asset Disposition and (f) the Credit Parties shall, within the period of 360 days following the consummation of such Asset Disposition (with respect to any such sale Asset Disposition, the “Application Period”), apply (or disposition; (vicause to be applied) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant an amount equal to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied such Asset Disposition to (i) make Eligible Reinvestments or (ii) prepay the prepayment Loans (and Cash Collateralize the LOC Obligations) in accordance with the terms of Section 3.3(b)(iii)(A). Pending final application of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Net Cash Proceeds of any Asset Disposition and no later than in accordance with the date terms of the Permitted Asset Disposition pursuant to this clause (viiSection 3.3(b)(iii)(A), the Borrower Consolidated Parties may apply such Net Cash Proceeds to temporarily reduce the Revolving Loans or to make Investments in Cash Equivalents. Upon a sale of assets or the sale of Capital Stock of a Consolidated Party permitted by this Section 8.5, the Administrative Agent shall (to the extent applicable) deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or Credit Parties, upon the Credit Parties’ request and at the Credit Parties’ expense, such documentation as is continuing and (B) sets forth reasonably necessary to evidence the calculation release of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that Agent’s security interest, if any, in such assets or Capital Stock, including, without limitation, amendments or terminations of UCC financing statements, if any, the aggregate are equal to or less than $5,000,000 for return of stock certificates, if any, and the release of such fiscal yearConsolidated Party from all of its obligations, if any, under the Credit Documents.

Asset Dispositions. None Parent shall not, and shall not permit any Restricted Subsidiary to, Dispose of any assets to any Person, except that: (a) any Obligor may Dispose of assets to any Obligor that is a Wholly-Owned Subsidiary; (b) any Restricted Subsidiary that is not an Obligor may Dispose of assets to an Obligor; (c) any Obligor may Dispose of assets to any other Obligor that is not a Wholly-Owned Subsidiary and any Restricted Subsidiary; provided that the aggregate value of all assets Disposed of in reliance on this Section 8.05(c) (net of the Borrower Entities shall, directly or indirectly, sell, lease, convey, transfer or otherwise dispose (including via any sale and leaseback transaction) value of any of its nonsuch assets subsequently transferred to any Obligor by an Obligor that is not a Wholly-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales and Owned Subsidiary) since the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or Effective Date shall not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories): exceed (i) Sales of inventory in the ordinary course of their businesses; $25,000,000 plus (ii) Sales up to an additional $25,000,000 so long as, at the time of such Disposition, no Default or dispositions Event of damaged, worn, obsolete, or other unneeded assets in the ordinary course of their businesses for not less than Fair Market Value; (iii) Sales or other dispositions of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing; (ivd) [Intentionally Omitted]any Specified Disposition shall be permitted; (ve) Sales Parent and its Restricted Subsidiaries may Dispose of inventory or other dispositions obsolete or worn-out property in the ordinary course of business; (f) Parent and its Restricted Subsidiaries may make Investments permitted by Section 8.06 and Restricted Payments permitted by Section 8.08, in each case to the entities listed on Schedule 5.02(c)(v); provided, however, that extent constituting Dispositions; (g) any Disposition of Receivables and Receivables Related Security in connection with any sale Permitted Factoring Transaction shall be permitted and any Permitted Customer Notes Disposition shall be permitted, so long as at the time of such Disposition in connection with any Permitted Factoring Transaction, no Default or Event of Default then exists or would arise as a result of the applicable transaction; (h) any Disposition of assets resulting from a casualty event or condemnation proceeding, expropriation or other disposition of substantially all of the Equity Securities and/or substantially all of the assets of Atlanta AG, the Borrower involuntary taking by a Governmental Authority shall be permitted; (i) Parent and its Restricted Subsidiaries may grant in Pro Forma Compliance the ordinary course of business any license of Intellectual Property that does not interfere in any material respect with all Financial Covenants the business of Parent or any of its Restricted Subsidiaries; (j) Parent and its Restricted Subsidiaries may Dispose of assets so long as at the time thereof and immediately after giving effect to such sale thereto, (i) no Default or disposition and no later than the date Event of any such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied to the prepayment of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from continuing, (ii) at least 75% of the consideration received in respect of such sale or other disposition, the Borrower Disposition shall be cash or Cash Equivalents, (iii) the consideration received in Pro Forma Compliance with all respect of such Disposition shall be equal to or greater than the fair market value of the assets subject to such Disposition (as reasonably determined by a Principal Financial Covenants Officer of Parent, and if requested by the Administrative Agent, Parent shall deliver a certificate of a Principal Financial Officer of Parent certifying as to the foregoing), and (iv) after giving pro forma effect to such Permitted Asset Disposition Disposition, Parent and no later than its Restricted Subsidiaries would be in compliance with the date of the Permitted Asset Disposition pursuant to this clause (vii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants covenant set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that 8.09(a); (k) Dispositions of surplus property in the ordinary course of business shall be permitted so long as the aggregate fair market value of all such surplus property Disposed of pursuant to this Section 8.05(k) does not exceed (i) $35,000,000 from the Effective Date through December 31, 2020, (ii) $30,000,000 during the Fiscal Year ending December 31, 2021, and (iii) $25,000,000 during any Fiscal Year thereafter; (l) Dispositions of equipment in the ordinary course of business, the proceeds of which are equal to reinvested in the acquisition of other equipment of comparable value and useful in the business of Parent and its Restricted Subsidiaries within 180 days of such Disposition, shall be permitted; (m) leases of real or less than personal property in the ordinary course of business shall be permitted; (n) Permitted Intercompany Treasury Management Transactions; (o) Dispositions constituting Permitted Intercompany Specified Transactions, so long as at the time of such Disposition, no Default or Event of Default then exists or would arise as a result of the applicable transaction; and (p) Parent and its Restricted Subsidiaries may Dispose of any personal or real property with a fair market value not in excess of $5,000,000 for such fiscal year2,500,000 in any Fiscal Year.

Asset Dispositions. None Make any Asset Disposition except: (a) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the Borrower Entities shall, directly or indirectly, sell, lease, convey, transfer or otherwise dispose (including via any sale and leaseback transaction) of any of its non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories):Subsidiaries; (ib) Sales the sale of inventory in the ordinary course of their businesses;business (iic) Sales or dispositions licenses and sublicenses of damaged, worn, obsolete, or other unneeded assets intellectual property rights in the ordinary course of their businesses for business not less than Fair Market Valueinterfering, individually or in the aggregate, in any material respect with the conduct of the business of the Borrower and its Subsidiaries; (iiid) Sales leases, subleases, licenses or other dispositions sublicenses of Investments permitted real or personal property granted by Section 5.02(e)(ii) for the Borrower or any of its Subsidiaries to others in the ordinary course of business not less than Fair Market Value; provided that no Default shall have occurred and be continuingdetracting from the value of such real or personal property or interfering in any material respect with the business of the Borrower or any of its Subsidiaries; (ive) [Intentionally Omitted]; (v) Sales or other dispositions of the entities listed on Schedule 5.02(c)(v); providedwrite-off, howeverdiscount, that in connection with any sale or other disposition of substantially all defaulted or past-due receivables and similar obligations in the ordinary course of business and not undertaken as part of an accounts receivable financing transaction, (f) the Equity Securities and/or substantially all of the assets of Atlanta AG, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition;Hedge Agreement, (vig) Sales or other transfers dispositions of property Investments in cash and assets from De Minimis US Subsidiaries dissolved Cash Equivalents, (h) Assets Dispositions in connection with transactions permitted pursuant to Section 5.02(d)(ii)Sections 8.4 and 8.7; and (viii) Sales or Asset Dispositions (other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied than to the prepayment of the Loans Borrower or any Subsidiary thereof) not otherwise as set forth in Section 2.06(c)permitted pursuant to this Section; provided that (i) at the time of such Asset Disposition, no Default or Event of Default shall have occurred and be continuing exist or would result from such sale or other dispositionAsset Disposition, (ii) such Asset Disposition is made for fair market value and the Borrower consideration received shall be no less than 50% in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date of the Permitted Asset Disposition pursuant to this clause (vii)cash, the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing and (Biii) sets forth the calculation aggregate fair market value of Pro Forma Compliance with all Financial Covenants set forth property disposed of in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above reliance on this subsection (i) shall not apply to exceed $20,000,000 in any Relevant Sales that in the aggregate are equal to or less than $5,000,000 for such fiscal yearFiscal Year.

Asset Dispositions. None of the Borrower Entities shallThe Credit Parties will not permit any Consolidated Party to make any Asset Disposition (including, directly or indirectlywithout limitation, sell, lease, convey, transfer or otherwise dispose (including via any sale Sale and leaseback transactionLeaseback Transaction) of any of its non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories): (i) Sales of inventory in the ordinary course of their businesses; (ii) Sales or dispositions of damaged, worn, obsolete, or other unneeded assets in the ordinary course of their businesses for not less than Fair Market Value; (iii) Sales or other dispositions of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions of the entities listed on Schedule 5.02(c)(v); provided, however, that in connection with any sale or other disposition of substantially all of the Equity Securities and/or substantially all of the assets of Atlanta AG, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and unless no later than the date of any consummation of such sale Asset Disposition, the Administrative Agent shall have received a certificate of an officer of the Borrower briefly describing the assets sold or dispositionotherwise disposed of, and setting forth the net book value of such assets, the aggregate consideration and Net Cash Proceeds received for such assets in connection with such Asset Disposition and the corresponding EBITDA Reduction Amount and LTM EBITDA Reduction Amount with respect to such Asset Disposition, and the Credit Parties shall on the date of the consummation of such Asset Disposition, apply (or cause to be applied) an amount equal to the Net Cash Proceeds of such Asset Disposition to prepay the Loans (and to cash collateralize the LOC Obligations) in accordance with the terms of Sections 3.3(b)(ii) and (iii) (except as expressly provided therein). Notwithstanding the foregoing, the Borrower agrees that it shall deliver not sell a Borrowing Base Property unless each of the following conditions is satisfied: (i) no Default or Event of Default exists, (ii) such Borrowing Base Property is sold pursuant to the terms and conditions of an arms length contract and on terms reasonably satisfactory to the Administrative Agent Agent, (iii) either (a) the Borrower replaces such Borrowing Base Property with a certificate executed by substitute Borrowing Base Property acceptable to the Chief Accounting Officer Lenders or Treasurer (b) the Obligations outstanding shall not exceed the lesser of the Borrower which sets forth Aggregate Committed Amount and the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 Borrowing Base after giving effect to such sale or disposition; disposition and (viiv) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied to the prepayment of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than disposition, on a pro forma basis as if such disposition had occurred on the date first day of the Permitted Asset Disposition pursuant to this clause (vii)twelve month period ending on the last day of the Borrower's most recently completed fiscal quarter, the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing and (B) sets forth the calculation of Pro Forma Compliance Consolidated Parties would have been in compliance with all Financial Covenants the financial covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that in the aggregate are equal to or less than $5,000,000 for such fiscal year7.11.

Asset Dispositions. None of the Borrower Entities shall(a) The IssuerNo Co-Issuer will not, directly or indirectlyandnor will notit permit any other applicable Securitization Entity to, sell, transfer, lease, conveylicense, transfer liquidate or otherwise dispose (including via any sale and leaseback transaction) of any of its non-cash assets property (whether by means of a single transaction or propertya series of related transactions), whether now owned or hereafter acquiredincluding any Equity Interests of any other applicable Securitization Entity, except for Permitted Sales and in the following case of (“Permitted Asset Dispositions”), which i) Permitted Asset Dispositions may fall within and (ii) Permitted Brand Dispositions. (b) In connection with any one Permitted Brand Disposition, the applicable Securitization Entities (or the applicable Manager on their behalf) will deposit the related Release Price to the applicable Collection Account. The Release Price will be applied in accordance with priority (i) of the following categories (whether or not Priority of Payments, and any applicable Prepayment Consideration shall be due in connection with such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories):mandatory prepayment. (i) Sales The Canadian Co-Issuer will hold proceeds of inventory any Permitted Brand Disposition attributable to another Canadian Securitization Entity as agent for such Canadian Securitization Entity until such proceeds are applied pursuant to the Priority of Payments or reinvested in Eligible Assets in accordance with Section 8.16(b). The Canadian Co-Issuer may enter into transactions with the ordinary course other Canadian Securitization Entities to the extent permitted by Section 8.13, Section 8.18 and Section 8.21 to the extent necessary or helpful to give effect to the Priority of their businesses;Payments (as determined by the Canadian Manager in accordance with the applicable Managing Standard) in order to acquire any such proceeds of any Permitted Brand Disposition. (ii) Sales or dispositions Immediately prior to any application of damaged, worn, obsolete, or other unneeded assets such proceeds of any Permitted Brand Disposition in the ordinary course of their businesses for not less than Fair Market Value; accordance with priority (iiii) Sales or other dispositions of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions of the entities listed Priority of Payments, the applicable Co-Issuer (or the Manager on Schedule 5.02(c)(v); provided, however, that in connection with any sale or other disposition of substantially all its behalf) shall be permitted to disregard the requirements of the Equity Securities and/or substantially all Priority of Payments and deem a portion of such proceeds as a payment of the assets of Atlanta AGResidual Amount to the Issuer or the Canadian Residual Account, as applicable, so long as (x) the Borrower shall be recipient Co-Issuer immediately thereafter uses such Residual Amount to make a loan to the other Co-Issuer in Pro Forma Compliance accordance with all Financial Covenants Section 8.13 with interest at a rate determined by the applicable Manager in accordance with the applicable Managing Standard, (y) after giving effect to such sale or disposition payment of such Residual Amount and no later than such loan, the date related proceeds of any such sale or disposition, the Borrower shall deliver Permitted Brand Disposition are applied pursuant to the Administrative Agent a certificate executed Priority of Payments by the Chief Accounting Officer or Treasurer Co-Issuers as if such loaned amount was Residual Amount of the Borrower which sets forth recipient Co-Issuer and (z) the calculation deemed payment of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition;Residual Amount is disregarded for purposes of the Weekly Manager’s Certificate. (vic) Sales For the avoidance of doubt, neither the ManagerManagers nor any of the Securitization Entities will be permitted to sell, transfer, lease, license, liquidate or otherwise dispose of any of the Driven Securitization Brands other transfers of property and assets from De Minimis US Subsidiaries dissolved than pursuant to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied to the prepayment of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such a Permitted Asset Disposition and no later than the date of the Permitted Asset Disposition pursuant to this clause (vii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Brand Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that in the aggregate are equal to or less than $5,000,000 for such fiscal year.

Asset Dispositions. None Make any Asset Disposition except: (a) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the Borrower Entities shall, directly or indirectly, sell, lease, convey, transfer or otherwise dispose (including via any sale and leaseback transaction) of any of its Subsidiaries; (b) non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales exclusive licenses and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one sublicenses of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories): (i) Sales of inventory intellectual property rights in the ordinary course of their businessesbusiness not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Borrower and its Subsidiaries; (iic) Sales leases, subleases, licenses or dispositions sublicenses of damaged, worn, obsolete, real or other unneeded assets personal property granted by any Borrower or any of its Subsidiaries to others in the ordinary course of their businesses for business not less than Fair Market Valueinterfering in any material respect with the business of the Borrower or any of its Subsidiaries; (iiid) Sales or other dispositions of Investments in accordance with Section 9.3; (e) Asset Dispositions by Foreign Subsidiaries not otherwise permitted by Section 5.02(e)(ii) for not less than Fair Market Valuepursuant to this Section; provided that (i) at the time of such Asset Disposition, no Default or Event of Default shall have occurred exist or would result from such Asset Disposition, (ii) such Asset Disposition is made for fair market value and be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions of the entities listed on Schedule 5.02(c)(v); provided, however, that in connection with any sale or other disposition of substantially all of the Equity Securities and/or substantially all of the assets of Atlanta AG, the Borrower aggregate consideration received shall be no less than 75% in Pro Forma Compliance with cash for all Financial Covenants after giving effect to such sale or disposition Asset Dispositions, and no later than (iii) the date aggregate fair market value of any such sale or disposition, all property disposed of in reliance on this clause (e) shall not exceed $40,000,000 during the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer term of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii)this Agreement; and (viif) Sales or other Asset Dispositions (including sales and dispositions for Fair Market Value, the Net Cash Proceeds of which are applied underperforming stores) not otherwise permitted pursuant to the prepayment of the Loans or otherwise as set forth in Section 2.06(c)this Section; provided that (i) at the time of such Asset Disposition, no Default or Event of Default shall have occurred and be continuing exist or would result from such sale or other dispositionAsset Disposition, (ii) such Asset Disposition is made for fair market value and the Borrower consideration received shall be no less than 75% in Pro Forma Compliance with cash, and (iii) the aggregate fair market value of all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date property disposed of the Permitted Asset Disposition pursuant to in reliance on this clause (vii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (Af) states that no Default has occurred or is continuing and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to exceed, in any Relevant Sales that in the aggregate are equal to or less than calendar year, $5,000,000 for such fiscal year40,000,000.

Asset Dispositions. None of the Borrower Entities shallThe Company will not, directly or indirectlyand will not permit any Subsidiary (other than any Excluded Subsidiary) to, sell, leasetransfer, convey, transfer lease or otherwise dispose (including via any sale and leaseback transaction) of any of its non-cash assets or propertyasset, whether now including any Equity Interest, owned or hereafter acquiredby it, except for Permitted Sales and nor will the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within Company permit any one of the following categories Subsidiaries (whether or not other than any Excluded Subsidiary) to issue any additional Equity Interest in such Permitted Asset Dispositions could fall within one or more other categories andSubsidiary, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories):except: (ia) Sales sales of inventory inventory, used or surplus equipment and other fixed assets and Permitted Investments in the ordinary course of their businessesbusiness; (b) sales, transfers and other dispositions (i) to a Loan Party or (ii) Sales among any Subsidiaries that are not Loan Parties; (c) issuances of Equity Interests in a Subsidiary (i) as incentive compensation to officers, directors or employees of such Subsidiary, (ii) to the Company or to a Wholly Owned Subsidiary or (iii) as a Restricted Payment made in reliance on Section 6.05(b); (d) dispositions of damagedassets to the extent that (i) such assets are exchanged for credit against the purchase price of similar replacement assets or (ii) the proceeds of such disposition are reasonably promptly applied to the purchase price of such replacement assets; (e) licenses, wornsublicenses, obsolete, leases and subleases that do not interfere in any material respect with the business of the Company or other unneeded assets any Subsidiary; (f) sales or discounts of accounts receivable in connection with the compromise or collection thereof in the ordinary course of their businesses for not less than Fair Market Valuebusiness; (iiig) Sales the granting of Liens or entry into Securitization Transactions permitted by Section 6.02; (h) any Sale/Leaseback Transaction permitted by Section 6.03; (i) any Restricted Payment permitted under Section 6.05 (other than non-cash payments permitted solely under the proviso in such Section); (j) sales, transfers and dispositions of all the Equity Interests in a Subsidiary owned by the Company and the Subsidiaries and sales, transfers, leases and other dispositions of Investments permitted by other assets (other than accounts receivable as part of a Securitization Transaction or inventory as part of an inventory financing), in each case to the extent made to a Person other than the Company or any Subsidiary and to the extent not made in reliance on any other clause of this Section 5.02(e)(ii) for not less than Fair Market Value6.08; provided that at the time of each such sale, transfer or disposition and after giving effect thereto, (i) the sum, without duplication, of (x) the aggregate book value of all assets sold, transferred, leased or otherwise disposed of in reliance on this clause (j) since the date hereofFirst Amendment Effective Date (in each case determined as of the date of the applicable sale, transfer, lease or other disposition) and (y) all Partial Transfer Asset Amounts for all Partial Transfer Subsidiaries (if any), shall not exceed 25% of the sum, without duplication, of (A) the amounts referred to in the immediately preceding clauses (x) and (y) and (B) Consolidated Total Assets as of the last day of the fiscal quarter of the Company most recently ended on or prior to the date of such sale, transfer, lease or other disposition (without giving pro forma effect to such sale, transfer, lease or other disposition), (ii) no Default shall have occurred and be continuing; , (iii) the Company shall be in compliance with the covenants set forth in Sections 6.10 and 6.11 as of the end of the fiscal quarter of the Company most recently ended on or prior to the date of such sale, transfer, lease or other disposition, giving pro forma effect to such sale, transfer, lease or other disposition as if it had occurred on the first day of the period of four consecutive fiscal quarters of the Company ending with such quarter, (iv) [Intentionally Omitted]; (v) Sales or all sales, transfers, leases and other dispositions made in reliance on this clause (j) shall have been made for fair value, provided that the requirements of this clause (iv) shall not apply to a single disposition in the form of a Restricted Payment made with assets other than cash so long as (A) the aggregate Consolidated EBITDA attributable to all non-cash assets disposed of in such disposition does not constitute more than 15.0% of the entities listed on Schedule 5.02(c)(v); provided, however, that in connection with any sale or other disposition of substantially all total Consolidated EBITDA of the Equity Securities and/or substantially all Company and the Subsidiaries for the period of four consecutive fiscal quarters of the assets of Atlanta AG, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect Company most recently ended prior to such sale or disposition and no later than the date of any such sale or disposition, (B) such non-cash assets are not otherwise material to the Borrower conduct in the ordinary course of the business of the Company and its Subsidiaries, taken as a whole and (C) the Company shall deliver have delivered to the Administrative Agent a certificate executed by of a Financial Officer certifying that the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants requirements set forth in this proviso have been satisfied with respect thereto (it being understood that such Restricted Payment may also involve a disposition of cash, which disposition of cash may be made if permitted by any clause of this Section 5.03 after giving effect 6.08, regardless of whether it is permitted by this clause (j)), and (v) with respect to such sale each sale, transfer, lease or dispositionother disposition made in reliance on this clause (j) for consideration with a fair value in excess of US$25,000,000, the Company shall have delivered to the Administrative Agent a certificate of a Financial Officer certifying that all the requirements set forth in this clause (j) have been satisfied with respect thereto, together with reasonably detailed calculations demonstrating satisfaction of the requirements set forth in subclauses (i) and (iii) above; (vik) Sales any transfer to Persons other than the Company or other transfers a Subsidiary of property and assets from De Minimis US Subsidiaries dissolved Equity Interests representing all or any portion of the aggregate equity in any Subsidiary, whether pursuant to Section 5.02(d)(ii)a Restricted Payment, a sale of such Equity Interests by the holder or holders thereof or an issuance and sale of Equity Interests by such Subsidiary (any such transfer being referred to as a “Partial Transfer”; such Subsidiary being referred to as the “Partial Transfer Parent Subsidiary” and (vii) Sales or other dispositions for Fair Market Value, together with its subsidiaries, as the Net Cash Proceeds “Partial Transfer Subsidiaries”; and any Partial Transfer Subsidiary that becomes a Partial Transfer Subsidiary as a result of which are applied a Restricted Payment being referred to the prepayment of the Loans or otherwise as set forth in Section 2.06(ca “Partial Transfer Spin-Off Subsidiary”); provided that at the time of such Partial Transfer and after giving effect thereto, (i) no Default shall have occurred and be continuing, (ii) the Company shall be in compliance with the covenants set forth in Sections 6.10 and 6.11 as of the end of the fiscal quarter of the Company most recently ended on or prior to the date of such Partial Transfer, giving pro forma effect to such Partial Transfer and any related incurrence of Indebtedness as if they had occurred on the first day of the period of four consecutive fiscal quarters of the Company ended with such quarter, (iii) the sum, without duplication, of (x) the Partial Transfer Asset Amounts for all the Partial Transfer Subsidiaries and (y) the aggregate book value of all the assets sold, transferred, leased or otherwise disposed of in reliance upon clause (j) of this Section since the date hereofFirst Amendment Effective Date (in each case, determined as of the date of the applicable sale, transfer, lease or other disposition), shall not exceed 25% of the sum, without duplication, of (A) the amounts referred to in the immediately preceding clauses (x) and (y) and (B) Consolidated Total Assets as of the last day of the fiscal quarter of the Company most recently ended on or prior to the date of such Partial Transfer (without giving pro forma effect to such Partial Transfer), (iv) if such Partial Transfer constitutes a Restricted Payment, the sum, without duplication, of the Partial Transfer EBITDA Amounts for all the Partial Transfer Spin-Off Subsidiaries shall not exceed 25% of Consolidated EBITDA for the period of four consecutive fiscal quarters of the Company most recently ended on or prior to the date of such Restricted Payment (without giving pro forma effect to such Restricted Payment), (v) if such Partial Transfer constitutes a sale or an issuance and sale of Equity Interests in the Subsidiary, such Partial Transfer shall have been made for fair value, (vi) the Company shall have delivered to the Administrative Agent a certificate of a Financial Officer, certifying that all the requirements set forth in this clause (k) have been satisfied with respect thereto, together with reasonably detailed calculations demonstrating satisfaction of the requirements set forth in subclauses (ii), (iii) and (iv) above and (vii) this clause (k) may not be relied for more than one Partial Transfer (or more than a single series of related Partial Transfers consummated substantially concurrently); (l) any other sales, transfers and other dispositions of all the Equity Interests in a Subsidiary owned by the Company and the Subsidiaries and sales, transfers, leases and other dispositions of other assets (other than accounts receivable as part of a Securitization Transaction or inventory as part of an inventory financing), in each case to the extent made to a Person other than the Company or any Subsidiary and to the extent not made in reliance on any other clause of this Section 6.08; provided that (i) no Default shall have occurred and be continuing at the time thereof or would result from therefrom, (ii) the Company shall be in compliance with the covenants set forth in Sections 6.10 and 6.11 as of the end of the fiscal quarter of the Company most recently ended on or prior to the date of such sale sale, transfer, lease or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving pro forma effect to such Permitted Asset Disposition and no later than sale, transfer, lease or other disposition as if it had occurred on the date first day of the Permitted Asset Disposition period of four consecutive fiscal quarters of the Company ending with such quarter, (iii) all sales, transfers, leases and other dispositions permitted pursuant to this clause (vii)l) shall be made for fair value and 100% cash consideration, (iv) with respect to each sale, transfer, lease or other disposition made in reliance on this clause (l) for consideration with a fair value in excess of US$25,000,000, the Borrower Company shall deliver have delivered to the Administrative Agent a Compliance Certificate which (A) states certificate of a Financial Officer, certifying that no Default has occurred or is continuing and (B) sets forth all the calculation of Pro Forma Compliance with all Financial Covenants requirements set forth in Section 5.03 after giving effect this clause (l) have been satisfied with respect thereto, together with reasonably detailed calculations demonstrating satisfaction of the requirements set forth in subclause (ii) above and (v) the Commitments shall be permanently reduced at the time of the consummation, and by an aggregate amount equal to the Permitted Asset Disposition; and providednet cash proceeds, furtherof each such sale, transfer, lease or other disposition, such reduction to be made in accordance with Section 2.09 and, as between the Tranches, on a ratable basis; (m) dispositions or transfers by Loan Parties to Subsidiaries that are not Loan Parties of assets with an aggregate fair market value, for all such dispositions or transfers since the Borrower’s requirement First Amendment Effective Date, not to advise the Administrative Agent as provided above shall not apply to exceed $100,000,000US$150,000,000; (n) dispositions or transfers by any Relevant Sales that Loan Party in the aggregate are equal form of (i) the contribution or other disposition to a Foreign Subsidiary of Equity Interests in, or Indebtedness of, any other Foreign Subsidiary owned directly by such Loan Party in exchange for Equity Interests in (or additional share premium or paid in capital in respect of Equity Interests in), or Indebtedness of, such Foreign Subsidiary, or a combination of any of the foregoing, and (ii) an exchange of Equity Interests in any Foreign Subsidiary for Indebtedness of, or of Indebtedness of such Foreign Subsidiary for Equity Interests in, such Foreign Subsidiary; (o) Permitted Charitable Contributions; (p) dispositions or transfers of the New Headquarters Assets to the New Headquarters SPV; and (q) (p) any transactions involving consideration or value of less than $5,000,000 for US$1,000,000 individually. Notwithstanding anything to the contrary in this Section or any other provision of this Agreement, the Company will not, and will not permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any Equity Interests or other assets if such fiscal yearEquity Interests or other assets represent all or substantially all of the assets of the Company and the Subsidiaries, on a consolidated basis.

Asset Dispositions. None of the Borrower Entities shallMake any Asset Disposition, directly or indirectly, sell, lease, convey, transfer or otherwise dispose except: (including via any sale and leaseback transactiona) of any of its non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of equipment or real property to the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories): extent that (i) Sales of inventory such Asset Disposition is in the ordinary course of their businessesbusiness and (ii) (A) such property is exchanged for credit against the purchase price of similar replacement property or (B) the proceeds of such Asset Disposition are reasonably promptly applied to the purchase price of other equipment or real property; (iib) Sales Asset Dispositions by the Borrower to any Subsidiary or dispositions 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, as applicable; (c) [Reserved]; (d) Investments permitted by Section 6.05 and Restricted Payments permitted by Section 6.06; (e) grants of damagedlicenses, wornsublicenses, obsolete, or other unneeded assets leases and subleases in the ordinary course of their businesses for business that do not less than Fair Market Valueinterfere in any material respect with the business of the Borrower or any Subsidiary; (iiif) Sales sales or other dispositions discounts of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuingaccounts receivable in connection with the compromise or collection thereof in the ordinary course of business or of assets received upon enforcement of any claim against on obligor on an account receivable; (ivg) [Intentionally Omitted]; (v) Sales Asset Dispositions by the Borrower or other dispositions of the entities listed on Schedule 5.02(c)(v); providedany Subsidiary made, howeverdirectly or indirectly through any Subsidiary, that in connection with any sale Project Specific Co-Development Arrangement; provided that (i) any such Asset Disposition is made solely to obtain the project that is the subject of such Project Specific Co-Development Arrangement or for working capital purposes of such Project Specific Co-Development Arrangement or otherwise to provide equipment or other disposition assets required for the performance of substantially all obligations in respect of such Project Specific Co-Development Arrangement and (ii) any such Asset Disposition is made solely during the effectiveness of such Project Specific Co-Development Arrangement (including any warranty period in respect thereof); and (h) any other Asset Dispositions; provided that (i) each such Asset Disposition is for fair market value, (ii) at least 75% of the Equity Securities and/or substantially all consideration for each such Asset Disposition is cash or Cash Equivalents, (iii) no Default or Event of the assets of Atlanta AG, the Borrower shall be in Pro Forma Compliance with all Financial Covenants Default has occurred and is continuing after giving effect to such sale or disposition Asset Disposition, and no later than the date of any (iv) each such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied to the prepayment of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than consummated after the date of the Permitted Asset Disposition pursuant to this clause (vii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which Second Amendment Effective Date either is (A) states that no Default has occurred a Designated Asset Disposition consummated on or is continuing and prior to the Designated Asset Disposition Outside Date or (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Tanks Disposition; and provided, further, that that, for the Borrower’s requirement to advise avoidance of doubt, (x) upon the Administrative Agent as provided above completion of all the Designated Asset Dispositions after the Second Amendment Effective Date, no other Asset Dispositions shall not apply to any Relevant Sales that in be permitted under this clause (h) until the aggregate are equal to or less than $5,000,000 for such fiscal yearFifth Amendment Effective Date and (y) upon the completion of the Tanks Disposition after the Fifth Amendment Effective Date, no other Asset Dispositions shall be permitted under this clause (h).

Asset Dispositions. None Make any Asset Disposition except: (a) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the Borrower Entities shall, directly or indirectly, sell, lease, convey, transfer or otherwise dispose (including via any sale and leaseback transaction) of any of its non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales and the following Subsidiaries; (“Permitted Asset Dispositions”), which Permitted b) Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories): (i) Sales of inventory in the ordinary course of their businessesbusiness consisting of the abandonment, cancellation, non-renewal or discontinuance of the use or maintenance of intellectual property or rights relating thereto that, in the reasonable good faith determination of the Borrower are uneconomical, negligible, obsolete or otherwise not material in the conduct of its business and not disadvantageous to the rights or remedies of the Lenders (it being understood and agreed that no intellectual property or rights relating thereto that are material or necessary to the operation of the business of the Borrower and its Subsidiaries, taken as a whole, may be disposed of in reliance on this clause); (iic) Sales or dispositions non-exclusive licenses and sublicenses of damaged, worn, obsolete, or other unneeded assets intellectual property rights in the ordinary course of their businesses for business not less than Fair Market Valueinterfering, individually or in the aggregate, in any material respect with the conduct of the business of the Borrower and its Subsidiaries; (iiid) Sales customer leases and other leases, subleases, licenses or other dispositions sublicenses of Investments real or personal property granted by the Borrower or any of its Subsidiaries to others, in each case in the ordinary course of business not detracting from the value of such real or personal property or interfering in any material respect with the business of the Borrower or any of its Subsidiaries; (e) Asset Dispositions in connection with Insurance and Condemnation Events; (f) Assets Dispositions in connection with transactions permitted by Section 5.02(e)(ii8.4 (other than Section 8.4(g)); (g) for not less than Fair Market ValueAsset Dispositions of Property to the extent that (i) such Property is exchanged for, or credited against the purchase price of, similar replacement Property or (ii) the proceeds of such Asset Disposition are promptly applied to the purchase price of such replacement Property; provided that no Default if any such Property initially constituted Collateral, any replacement Property for such Property shall have occurred constitute Collateral with the Liens in favor of the Administrative Agent from and be continuingafter such replacement having at least the same priority as before such replacement; (ivh) [Intentionally Omitted]surrender or waiver of contractual rights or the settlement or waiver of contractual or litigation claims in the ordinary course of business; (vi) Sales or termination of licenses, leases and other dispositions contractual rights in the ordinary course of business, which does not materially interfere with the entities listed on Schedule 5.02(c)(v); provided, however, that in connection with any sale or other disposition conduct of substantially all of the Equity Securities and/or substantially all of the assets of Atlanta AG, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer business of the Borrower which sets forth and its Subsidiaries and is not disadvantageous to the calculation rights or remedies of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or dispositionthe Lenders; (vij) Sales or other transfers Customer Lease Financings consistent with past practice of property the Borrower and assets from De Minimis US Subsidiaries dissolved its Subsidiaries; (k) to the extent such Asset Disposition constitutes a Lien, the grant of Permitted Liens; (l) to the extent such Asset Disposition constitutes an Investment, transactions permitted pursuant to Section 5.02(d)(ii)8.3; (m) Asset Dispositions described on Schedule 8.5 to the Disclosure Letter; and (viin) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied Asset Dispositions not otherwise permitted pursuant to the prepayment of the Loans or otherwise as set forth in Section 2.06(c)this Section; provided that (i) at the time of such Asset Disposition, no Default or Event of Default shall have occurred and be continuing exist or would result from such sale or other dispositionAsset Disposition, (ii) such Asset Disposition is made for fair market value and the consideration received shall be no less than 75% in cash (for the avoidance of doubt, the Borrower consideration received for purposes of determining the cash component of consideration shall be not include any consideration arising from the assumption of any liabilities), and (iii) the aggregate fair market value of all property disposed of in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date of the Permitted Asset Disposition pursuant to reliance on this clause (vii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (An) states that no Default has occurred or is continuing and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that in the aggregate are equal to or less than exceed $5,000,000 for such fiscal yearduring the term of this Agreement.

Asset Dispositions. None The Credit Parties will not permit any Consolidated Party to make any Asset Disposition other than an Excluded Asset Disposition unless (a) at least 75% of the Borrower Entities shall, directly or indirectly, sell, lease, convey, transfer or otherwise dispose (including via any sale and leaseback transaction) of any of its non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories): (i) Sales of inventory in the ordinary course of their businesses; (ii) Sales or dispositions of damaged, worn, obsolete, or other unneeded assets in the ordinary course of their businesses for not less than Fair Market Value; (iii) Sales or other dispositions of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions of the entities listed on Schedule 5.02(c)(v); provided, however, that consideration paid in connection with any therewith shall consist of cash or Cash Equivalents, (b) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited by the terms of Section 8.13, (c) such transaction does not involve the sale or other disposition of substantially all a minority equity interest in any Consolidated Party, (d) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other Property concurrently being disposed of in a transaction otherwise permitted under this Section 8.5, (e) the Equity Securities and/or substantially aggregate tangible net book value of all of the assets sold or otherwise disposed of Atlanta AGby the Consolidated Parties in all such transactions after the Closing Date shall not exceed $5,000,000, (f) if the Borrower shall be aggregate net book value of the assets being sold or otherwise disposed of by the Consolidated Parties in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or dispositiontransaction exceeds $250,000, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting of an Executive Officer or Treasurer of the Borrower which sets specifying the anticipated date of such Asset Disposition, briefly describing the assets to be sold or otherwise disposed of and setting forth the calculation net book value of Pro Forma Compliance such assets, the aggregate consideration and the Net Cash Proceeds to be received for such assets in connection with all Financial Covenants set forth in Section 5.03 after giving effect such Asset Disposition and (g) the Credit Parties shall, within the period of 360 days following the consummation of such Asset Disposition (with respect to any such sale Asset Disposition, the “Application Period”), apply (or disposition; (vicause to be applied) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant an amount equal to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied such Asset Disposition to (i) make Eligible Reinvestments or (ii) prepay the prepayment Loans (and Cash Collateralize the LOC Obligations) in accordance with the terms of Section 3.3(b)(iii)(A). Pending final application of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Net Cash Proceeds of any Asset Disposition and no later than in accordance with the date terms of the Permitted Asset Disposition pursuant to this clause (viiSection 3.3(b)(iii)(A), the Borrower Consolidated Parties may apply such Net Cash Proceeds to temporarily reduce the Revolving Loans or to make Investments in Cash Equivalents. Upon a sale of assets or the sale of Capital Stock of a Consolidated Party permitted by this Section 8.5, the Administrative Agent shall (to the extent applicable) deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or Credit Parties, upon the Credit Parties’ request and at the Credit Parties’ expense, such documentation as is continuing and (B) sets forth reasonably necessary to evidence the calculation release of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that Agent’s security interest, if any, in such assets or Capital Stock, including, without limitation, amendments or terminations of UCC financing statements, if any, the aggregate are equal to or less than $5,000,000 for return of stock certificates, if any, and the release of such fiscal yearConsolidated Party from all of its obligations, if any, under the Credit Documents.

Asset Dispositions. None of the Borrower Entities shallThe Company will not, directly or indirectlyand will not permit any Subsidiary (other than any Excluded Subsidiary) to, sell, leasetransfer, convey, transfer lease or otherwise dispose (including via any sale and leaseback transaction) of any of its non-cash assets or propertyasset, whether now including any Equity Interest, owned or hereafter acquiredby it, except for Permitted Sales and nor will the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within Company permit any one of the following categories Subsidiaries (whether other than any Excluded Subsidiary) to issue any additional Equity Interest in such Subsidiary, except: (a) sales of inventory, used or not such surplus equipment and other fixed assets and Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories): (i) Sales of inventory Investments in the ordinary course of their businesses;business; 101 (b) sales, transfers and other dispositions (i) to a Loan Party or (ii) Sales among any Subsidiaries that are not Loan Parties; (c) issuances of Equity Interests in a Subsidiary (i) as incentive compensation to officers, directors or employees of such Subsidiary, (ii) to the Company or to a Wholly Owned Subsidiary or (iii) as a Restricted Payment made in reliance on Section 6.05(b); (d) dispositions of damagedassets to the extent that (i) such assets are exchanged for credit against the purchase price of similar replacement assets or (ii) the proceeds of such disposition are reasonably promptly applied to the purchase price of such replacement assets; (e) licenses, wornsublicenses, obsolete, leases and subleases that do not interfere in any material respect with the business of the Company or other unneeded assets any Subsidiary; (f) sales or discounts of accounts receivable in connection with the compromise or collection thereof in the ordinary course of their businesses for not less business; (g) the granting of Liens or entry into Securitization Transactions permitted by Section 6.02;in connection with any Securitization Transaction permitted by Sections 6.01 and 6.02, the granting of Liens and/or any sale, transfer, lease or other disposition of Securitization Receivables subject thereto, Equity Interests in and assets of any Securitization Subsidiary and assets ancillary to any of the foregoing; (h) any Sale/Leaseback Transaction permitted by Section 6.03; (i) any Restricted Payment permitted under Section 6.05 (other than Fair Market Value; non- cash payments permitted solely under the proviso in such Section); (iiij) Sales or sales, transfers and dispositions of all the Equity Interests in a Subsidiary owned by the Company and the Subsidiaries and sales, transfers, leases and other dispositions of Investments permitted by other assets (other than accounts receivable as part of a Securitization Transaction or inventory as part of an inventory financing and, for the avoidance of doubt, Equity Interests in a Subsidiary), in each case to the extent made to a Person other than the Company or any Subsidiary and to the extent not made in reliance on any other clause of this Section 5.02(e)(ii) for not less than Fair Market Value6.08; provided that at the time of each such sale, transfer or disposition and after giving effect thereto, (i) the sum, without duplication, of (x) the aggregate book value of all assets sold, transferred, leased or otherwise disposed of in reliance on this clause (j) since the FirstFourth Amendment Effective Date (in each case determined as of the date of the applicable sale, transfer, lease or other disposition) and (y) all Partial Transfer Asset Amounts forwith respect to all Partial Transfer SubsidiariesTransfers (if any) since the Fourth Amendment Effective Date, shall not exceed 25% of the sum, without duplication, of (A) the amounts referred to in the immediately preceding clauses (x) and (y) and (B) Consolidated Total Assets as of the last day of the fiscal quarter of the Company most recently ended on or prior to the date of 102 such sale, transfer, lease or other disposition (without giving pro forma effect to such sale, transfer, lease or other disposition), (ii) no Default shall have occurred and be continuing; , (iii) the Company shall be in compliance with the covenants set forth in Sections 6.10 and 6.11 as of the end of the fiscal quarter of the Company most recently ended on or prior to the date of such sale, transfer, lease or other disposition, giving pro forma effect to such sale, transfer, lease or other disposition as if it had occurred on the first day of the period of four consecutive fiscal quarters of the Company ending with such quarter, (iv) [Intentionally Omitted]; (v) Sales or all sales, transfers, leases and other dispositions (other than dispositions constituting Restricted Payments) made in reliance on this clause (j) shall have been made for fair value, provided that the requirements of this clause (iv) shall not apply to a single(v) if such disposition in the form ofconstitutes a Restricted Payment made with assets other than cash so long as, then (A) the aggregate Consolidated EBITDA attributable to all non-cash assets disposed of in such disposition does not constitute more than 15.0% of the entities listed on Schedule 5.02(c)(v); provided, however, that in connection with any sale or other disposition of substantially all total Consolidated EBITDA of the Equity Securities and/or substantially all Company and the Subsidiaries for the period of four consecutive fiscal quarters of the assets of Atlanta AG, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect Company most recently ended prior to such sale or disposition and no later than the date of any such sale or disposition, (B) such non- cash assets are not otherwise material to the Borrower conduct in the ordinary course of the business of the Company and its Subsidiaries, taken as a whole, and (C) the Company shall deliver have delivered to the Administrative Agent a certificate executed by of a Financial Officer certifying that the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants requirements set forth in this provisoclause (v) have been satisfied with respect thereto (it being understood that such Restricted Payment may also involve a disposition of cash, which disposition of cash may be made if permitted by any clause of this Section 5.03 after giving effect to such sale 6.08, regardless of whether it is permitted by this clause (j)), and (vprovided that this clause (j) may not be relied for more than one disposition (or disposition; more than a single series of related dispositions consummated substantially concurrently) constituting a Restricted Payment, and (vi) Sales with respect to each sale, transfer, lease or other transfers disposition made in reliance on this clause (j) for consideration with a fair value in excess of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market ValueUS$25,000,000, the Net Cash Proceeds of which are applied Company shall have delivered to the prepayment Administrative Agent a certificate of a Financial Officer certifying that all the Loans or otherwise as requirements set forth in Section 2.06(cthis clause (j) have been satisfied with respect thereto, together with reasonably detailed calculations demonstrating satisfaction of the requirements set forth in subclauses (i) and (iii) above; (k) any transfer to Persons other than the Company or a Subsidiary of Equity Interests representing all or any portion of the aggregate equity in any Subsidiary, whether pursuant to a Restricted Payment, a sale of such Equity Interests by the holder or holders thereof or an issuance and sale of Equity Interests by such Subsidiary (any such transfer being referred to as a “Partial Transfer”; such Subsidiary being referred to as the “Partial Transfer Parent Subsidiary” and, together with its subsidiaries, as the “Partial Transfer Subsidiaries”; and any Partial Transfer Subsidiary that becomes a Partial Transfer Subsidiary as a result of a Restricted Payment being referred to as a “Partial Transfer Spin-Off Subsidiary”); provided that at the time of such Partial Transfer and after giving effect thereto, (i) no Default shall have occurred and be continuing, (ii) the Company shall be in compliance with the covenants set forth 103 in Sections 6.10 and 6.11 as of the end of the fiscal quarter of the Company most recently ended on or prior to the date of such Partial Transfer, giving pro forma effect to such Partial Transfer and any related incurrence of Indebtedness as if they had occurred on the first day of the period of four consecutive fiscal quarters of the Company ended with such quarter, (iii) the sum, without duplication, of (x) the Partial Transfer Asset Amounts forwith respect to all the Partial Transfer SubsidiariesTransfers since the Fourth Amendment Effective Date and (y) the aggregate book value of all the assets sold, transferred, leased or otherwise disposed of in reliance upon clause (j) of this Section since the FirstFourth Amendment Effective Date (in each case in this clause (y), determined as of the date of the applicable sale, transfer, lease or other disposition), shall not exceed 25% of the sum, without duplication, of (A) the amounts referred to in the immediately preceding clauses (x) and (y) and (B) Consolidated Total Assets as of the last day of the fiscal quarter of the Company most recently ended on or prior to the date of such Partial Transfer (without giving pro forma effect to such Partial Transfer), (iv) if such Partial Transfer constitutes a Restricted Payment, the sum, without duplication, of the Partial Transfer EBITDA Amounts for all the Partial Transfer Spin-Off Subsidiaries shall not exceed 25% of Consolidated EBITDA for the period of four consecutive fiscal quarters of the Company most recently ended on or prior to the date of such Restricted Payment (without giving pro forma effect to such Restricted Payment), (v) if such Partial Transfer constitutes a sale or an issuance and sale of Equity Interests in the Subsidiary, such Partial Transfer shall have been made for fair value, (vi) if the Partial Transfer Asset Amount with respect to such Partial Transfer (or a single series of related Partial Transfers) exceeds US$25,000,000, the Company shall have delivered to the Administrative Agent a certificate of a Financial Officer, certifying that all the requirements set forth in this clause (k) have been satisfied with respect thereto, together with reasonably detailed calculations demonstrating satisfaction of the requirements set forth in subclauses (ii), (iii) and (iv) above and (vii) this clause (k) may not be relied for more than one Partial Transfer (or more than a single series of related Partial Transfers consummated substantially concurrently), in each case, that constitutes a Restricted Payment; (l) any other sales, transfers and other dispositions of any or all the Equity Interests in a Subsidiary owned by the Company and the Subsidiaries and sales, transfers, leases and other dispositions of other assets (other than accounts receivable as part of a Securitization Transaction or inventory as part of an inventory financing), in each case to the extent made to a Person other than the Company or any Subsidiary and to the extent not made in reliance on any other clause of this Section 6.08; provided that (i) no Default shall have occurred and be continuing at the time thereof or would result from therefrom, (ii) the Company shall be in compliance with the covenants set forth in Sections 6.10 and 6.11 as of the end of the fiscal quarter of the Company most recently ended on or prior to the date of such sale sale, transfer, lease or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving pro forma effect to such Permitted Asset Disposition and no later than sale, transfer, lease or other disposition as if it had occurred on the date first day of the Permitted Asset Disposition period of four consecutive fiscal quarters of the Company ending with such quarter, (iii) all sales, transfers, leases and other dispositions permitted pursuant to 104 this clause (l) shall be made for fair value and 100% cash consideration, (iv) with respect to each sale, transfer, lease or other disposition made in reliance on this clause (l) for consideration with a fair value in excess of US$25,000,000, the Company shall have delivered to the Administrative Agent a certificate of a Financial Officer, certifying that all the requirements set forth in this clause (l) have been satisfied with respect thereto, together with reasonably detailed calculations demonstrating satisfaction of the requirements set forth in subclause (ii) above and (v) the Commitments shall be permanently reduced at the time of the consummation, and by an aggregate amount equal to the net cash proceeds, of each such sale, transfer, lease or other disposition, such reduction to be made in accordance with Section 2.09 and, as between the Tranches, on a ratable basis; (m) dispositions or transfers of assets by the Loan Parties to Subsidiaries that are not Loan Parties of assets with an; provided that the aggregate fair market value, for all such dispositions or transfers since the First (as reasonably determined by the Company, with respect to any assets, as of the time of the applicable disposition or transfer) of the assets so disposed or transferred since the Fourth Amendment Effective Date, shall not to exceed US$150,000,000exceed the sum of (i) US$225,000,000, net, with respect to any disposition, of the fair market value (as reasonably determined by the Company, with respect to any assets, at the time of the applicable disposition or transfer) of any assets received by the Loan Parties since the Fourth Amendment Effective Date as consideration for such disposition or transfer (it being understood that any consideration in the form of Equity Interests in the transferee Subsidiary or any Indebtedness of a Subsidiary shall not constitute consideration for this purpose); and (ii) with respect to any such disposition or transfer in the form of a capital contribution, the aggregate fair market value (as reasonably determined by the Company, with respect to any assets, as of the time of the receipt thereof) of assets received by the Loan Parties as a dividend, distribution or return of or on the capital contributed (it being understood that the amount added back pursuant to this clause (viiii) may not exceed the original amount of such capital contribution made in reliance on this clause (m)); (n) dispositions or transfers by any Loan Party in the form of (i) the contribution or other disposition to a Foreign SubsidiarySubsidiary that is not a Loan Party of Equity Interests in, or Indebtedness of, any otherCFC Holdco, Foreign Subsidiary or Specified Foreign Subsidiary owned directly by such Loan Party in exchange for Equity Interests in (or additional share premium or paid in capital in respect of Equity Interests in), or Indebtedness of, such Foreign Subsidiary that is not a Loan Party, or a combination of any of the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing foregoing, and (Bii) sets forth the calculation an exchange of Pro Forma Compliance with all Financial Covenants set forth Equity Interests in Section 5.03 after giving effect to the Permitted Asset Dispositionany CFC Holdco, Foreign Subsidiary or Specified Foreign Subsidiary for Indebtedness of, or of Indebtedness of such CFC Holdco, Foreign Subsidiary or Specified Foreign Subsidiary for Equity Interests in, such CFC Holdco, Foreign Subsidiary or Specified Foreign Subsidiary; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that in the aggregate are equal to or less than $5,000,000 for such fiscal year.105

Asset Dispositions. None (a) The Company shall not, and shall not permit any of its Subsidiaries to, make, or agree to make, any Asset Disposition, including any Sale-Leaseback Transaction, unless (i) the Board of Directors of the Borrower Entities shallCompany has reasonably determined in good faith that the terms of such transaction are fair and reasonable to the Company or such Subsidiary, as the case may be, and the Non-Cash Proceeds from such Asset Disposition do not exceed 35% of the total consideration received by the Company in the Asset Disposition; and (ii) within one year after the Asset Disposition the Company or its Subsidiaries shall have used the Net Cash Proceeds to (A) replace the properties or assets that were the subject of the Asset Disposition, (B) acquire properties or assets to be used in the businesses of the Company and its Subsidiaries on the date of this Agreement or (C) repay all or part of any Indebtedness covered by the Master Guaranty and Intercreditor Agreement. (b) the Company in any event will not, and will not permit any of its Subsidiaries to, directly or indirectly, sellsell with recourse, lease, convey, transfer or otherwise dispose discount (including via any sale and leaseback transaction) of any of its non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories): (i) Sales of inventory in the ordinary course of business consistent with past practice to compromise disputes with customers), or otherwise sell for less than the face value thereof or for consideration other than cash, any of their businesses;respective accounts receivable. (iic) Sales or dispositions of damaged, worn, obsolete, or other unneeded assets in the ordinary course of their businesses for not less than Fair Market Value; (iii) Sales or other dispositions of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions of the entities listed on Schedule 5.02(c)(v); provided, however, that As promptly as practicable in connection with any sale or other disposition of substantially all of the Equity Securities and/or substantially all of the assets of Atlanta AGAsset Disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or disposition, the Borrower Company shall deliver to the Administrative Agent a certificate certificate, duly executed by the Chief Accounting Financial Officer or Treasurer controller of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set Company, setting forth in Section 5.03 after giving effect to detail a description of such sale Asset Disposition, copies of any related agreements, the date or disposition; (vi) Sales or other transfers scheduled date of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market Valuesuch Asset Disposition, the determination of the Net Cash Proceeds of which are applied to the prepayment of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from such sale or other dispositionAsset Disposition, the Borrower shall be in Pro Forma Compliance description of any Non-Cash Proceeds and such other documents and information as is necessary to demonstrate compliance with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date of the Permitted Asset Disposition pursuant to this clause (vii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that in the aggregate are equal to or less than $5,000,000 for such fiscal year.8.07. ------------

Asset Dispositions. None Make any Asset Disposition, except: (a) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the Borrower Entities shall, directly or indirectly, sell, lease, convey, transfer or otherwise dispose (including via any sale and leaseback transaction) of any of its non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories):Restricted Subsidiaries; (i) Sales non-exclusive licenses and sublicenses of inventory intellectual property rights in the ordinary course of their businesses; business not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Borrower and its Subsidiaries, (ii) Sales exclusive licenses and sublicenses of intellectual property rights and other Asset Dispositions with respect to intellectual property granted or dispositions of damaged, worn, obsolete, or other unneeded assets made in the ordinary course of their businesses for business consistent with past practice or (iii) exclusive licenses and sublicenses, assignments of intellectual property rights and other Asset Dispositions with respect to intellectual property granted or made in the exercise of the Borrower’s reasonable business judgment, where such exclusive license, assignment or other Asset Disposition is not less than Fair Market Valuereasonably expected to have a Material Adverse Effect; (iiic) Sales leases, subleases, licenses or other dispositions sublicenses of Investments real or personal property granted by the Borrower or any of its Restricted Subsidiaries to others in the ordinary course of business not interfering in any material respect with the business of the Borrower or any of its Restricted Subsidiaries; (d) Asset Dispositions in connection with Insurance and Condemnation Events; provided that the requirements of Section 4.4(b) are complied with in connection therewith; (e) Assets Dispositions in connection with transactions expressly permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions of the entities listed on Schedule 5.02(c)(v); provided, however, that in connection with any sale or other disposition of substantially all of the Equity Securities and/or substantially all of the assets of Atlanta AG, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii)9.4; and (viif) Sales Asset Dispositions not otherwise permitted pursuant to this Section; provided that (i) at the time of such Asset Disposition, no Event of Default shall exist or other dispositions would result from such Asset Disposition and (ii) such Asset Disposition is made for Fair Market Value, Value and the Net Cash Proceeds of which are applied to the prepayment of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date of the Permitted Asset Disposition pursuant to this clause (vii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above consideration received shall not apply to any Relevant Sales that in the aggregate are equal to or be less than $5,000,000 for such fiscal year75% in cash or Cash Equivalents.

Asset Dispositions. None of the Borrower Entities shall(a) Parent shall not, directly or indirectly, sell, lease, convey, transfer or otherwise dispose (including via any sale and leaseback transaction) of shall not permit any of its non-Restricted Subsidiaries to consummate an Asset Disposition unless: (1) Parent or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Disposition) of the shares and assets subject to such Asset Disposition; and ​ (2) at least 75% of the consideration received by Parent or such Restricted Subsidiary, as the case may be, from such Asset Disposition and all other Asset Dispositions since the Issue Date is in the form of cash assets or propertyCash Equivalents. For the purposes of clause (2) above and for no other purpose, whether now owned or hereafter acquired, except for Permitted Sales and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories):will be deemed to be cash: (i) Sales any liabilities (as shown on Parent’s or such Restricted Subsidiary’s most recent balance sheet) of inventory in Parent or any of its Restricted Subsidiaries (other than liabilities that are by their terms subordinated to the ordinary course Notes or the Note Guarantees) that are assumed by the transferee of their businessesany such assets pursuant to a written agreement that releases Parent and all such Restricted Subsidiaries from or indemnifies against further liability; (ii) Sales any Designated Non-Cash Consideration received by Parent or dispositions any of damaged, worn, obsolete, or other unneeded assets its Restricted Subsidiaries in the ordinary course of their businesses for not less than such Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (ii) that is at that time outstanding, not to exceed the greater of (x) $150.0 million and (y) 5.0% of Total Assets at the time of the receipt of such Designated Non-Cash Consideration (with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (iii) Sales any securities, notes or other dispositions obligations received by Parent or any of Investments permitted its Restricted Subsidiaries from the transferee that are converted by Section 5.02(e)(iiParent or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) for not less than Fair Market Value; provided that no Default shall have occurred and be continuingwithin 180 days following the closing of such Asset Disposition; (iv) [Intentionally Omitted]; (v) Sales with respect to any Asset Disposition of oil and natural gas properties or other dispositions interests by the Parent or any Restricted Subsidiary where the Parent or such Restricted Subsidiary retains an interest in such property or interest, the costs and expenses of the entities listed on Schedule 5.02(c)(v); provided, however, that in connection with any sale Parent or other disposition of substantially all of the Equity Securities and/or substantially all of the assets of Atlanta AG, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or disposition, the Borrower shall deliver Restricted Subsidiary related to the Administrative Agent a certificate executed by exploration, development, completion or production of such properties or interests which the Chief Accounting Officer transferee or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect its Affiliate agrees to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii)pay; and (vii) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied to the prepayment of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date of the Permitted Asset Disposition pursuant to this clause (vii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that in the aggregate are equal to or less than $5,000,000 for such fiscal year.

Asset Dispositions. None The Borrower shall not, and shall not permit any of the Borrower Entities shallBorrower’s Subsidiaries to, directly make any Asset Disposition (including any forfeiture of any Property except where such forfeiture is being contested in good faith by appropriate proceedings) or indirectly, sell, leaseassign, conveymonetize, transfer transfer, cancel, terminate, unwind or otherwise dispose of any Swap Agreement in respect of commodities, except for: (A) the sale of Hydrocarbons in the ordinary course of business; (B) transfers of interests in undeveloped acreage or undrilled depths in the ordinary course of the joint development of Oil and Gas Properties with ventures (as described in Section 7.5(H)) and others including transfers to other parties pursuant to joint development agreements, participation agreements, farm-out agreements, farm-in agreements, exploration agreements, operating agreements and unit agreements; (C) the sale or transfer of equipment that is no longer necessary for its business or the business of such Subsidiary or is replaced by equipment of at least comparable value and use; (D) the sale or other disposition (including via any sale Insurance and leaseback transactionCondemnation Events) of any Oil and Gas Property or any interest therein or any of its non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales Subsidiaries (other than the Borrower) owning Oil and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset DispositionsGas Properties, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against sale, assignment, monetization, transfer, cancellation, termination, unwinding or other categoriesdisposal of any Swap Agreement in respect of commodities, and any venture (as described in Section 7.5(H)) or any interest therein; provided with respect to this clause (D): (i) Sales the consideration received in respect of inventory in the ordinary course of their businesses; (ii) Sales or dispositions of damaged, worn, obsolete, or other unneeded assets in the ordinary course of their businesses for not less than Fair Market Value; (iii) Sales or other dispositions of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions of the entities listed on Schedule 5.02(c)(v); provided, however, that in connection with any such sale or other disposition of substantially all (including asset exchanges under Section 1031 of the Equity Securities and/or substantially all Code) or such sale, assignment, monetization, transfer, cancellation, termination, unwinding or other disposal of any Swap Agreement in respect of commodities is equal to or greater than the fair market value of the assets Oil and Gas Property, or any interest therein, or the Subsidiary subject of Atlanta AG, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied to the prepayment of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from such sale or other disposition, or the Swap Agreement subject to such sale, assignment, monetization, transfer, cancellation, termination, unwinding or other disposal (as reasonably determined for each such Asset Disposition (a) by a Responsible Officer of the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to if such Permitted Asset Disposition involves Net Cash Proceeds of less than $10,000,000 and no later than (b) by the date board of managers (or comparable governing body) of the Permitted Borrower if such Asset Disposition pursuant to this clause (vii)involves Net Cash Proceeds of $10,000,000 or more, and, if requested by the Required Lenders, the Borrower shall deliver a certificate of its Responsible Officer certifying to that effect); (ii) if the aggregate fair market value of such sales or other dispositions of Oil and Gas Property (or of a Subsidiary owning Oil and Gas Properties) under this clause (D) and included in the most recently delivered Reserve Report together with the fair market value of such Swap Agreements sold, assigned, monetized, transferred, cancelled, terminated, unwound or otherwise disposed of under this clause (D), in each case, in any period of twelve consecutive months, is in excess of 5% of the total value of the Proved Reserves attributable to the Administrative Agent Oil and Gas Properties and such Swap Agreements evaluated by the most recently delivered Reserve Report, individually or in the aggregate, the Borrower shall make a Compliance Certificate which (A) states that no Default has occurred or is continuing and (B) sets forth prepayment of the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent Term Loans as provided above shall by Section 2.5(C); and (iii) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition includes all the Equity Interests of such Subsidiary; (E) sales, assignments, monetizations, transfers, cancellations, terminations or the unwinding or other disposition of any Swap Agreement permitted under Section 7.18(D); and (F) sales and other dispositions of Properties not apply regulated by Section 7.12(A) through Section 7.12(E) having a fair market value not to exceed $2,000,000 during any Relevant Sales that in the aggregate are equal to or less than $5,000,000 for such fiscal year12-month period.

Asset Dispositions. None The Borrower shall not, nor shall it permit any Restricted Subsidiary to, make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of the Borrower Entities shall, directly obsolete or indirectly, sell, lease, convey, transfer or otherwise dispose (including via any sale and leaseback transaction) of any of its non-cash assets or propertyworn out Property, whether now owned or hereafter acquired, except for Permitted Sales in the ordinary course of business and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether Property no longer useful or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, used by the Borrower may designate which category and its Restricted Subsidiaries in the asset disposition qualifies for without such asset disposition counting against other categories):conduct of its business; (b) Dispositions of equipment or real Property to the extent that (i) Sales such Property is exchanged for credit against the purchase price of similar replacement Property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement Property; (c) Dispositions of Property by any Restricted Subsidiary to the Borrower or to a Restricted Subsidiary; provided that if the transferor of such property is a Credit Party, the transferee thereof must be a Credit Party; and provided further that if the transferee thereof is Global Holdings or one of its Subsidiaries, such Disposition must constitute an Investment permitted under Section 6.3(k); (d) Dispositions of inventory in the ordinary course of their businessesbusiness; (iie) Sales Dispositions of Liquid Investments; (f) Dispositions of accounts receivable in connection with the collection or dispositions of damaged, worn, obsolete, or other unneeded assets compromise thereof in the ordinary course of their businesses for not less than Fair Market Valuebusiness; (iiig) Sales or other dispositions of Investments Sale and lease back transactions permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing6.14; (ivh) [Intentionally Omitted]Leases, subleases, licenses or sublicenses of property in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Restricted Subsidiaries; (vi) Sales or other dispositions Transfers of property subject to Recovery Events, subject to the entities listed on Schedule 5.02(c)(vBorrower’s compliance with Section 2.5(c)(ii); provided, however, that in connection with any sale or other disposition ; (j) Dispositions of substantially all of the Equity Securities and/or substantially all of the assets of Atlanta AG, rigs and related equipment by the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect and its Restricted Subsidiaries to such sale or disposition Global Holdings and no later than the date of any such sale or dispositionits Subsidiaries, the Borrower shall deliver subject to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants limitations set forth in Section 5.03 after giving effect to such sale or disposition6.3(k); (vik) Sales or other transfers of property Dispositions permitted by Section 6.3, 6.7 and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii)6.9; and (viil) Sales or other dispositions for Fair Market Value, Dispositions by the Net Cash Proceeds of which are applied to the prepayment of the Loans or Borrower and its Restricted Subsidiaries not otherwise as set forth in permitted under this Section 2.06(c)6.8; provided that (i) at the time of such Disposition, no Default shall have occurred and be continuing exist or would result from such sale or other dispositionDisposition, (ii) the consideration received by the Borrower shall be or its Restricted Subsidiaries in Pro Forma Compliance connection with such Disposition is comprised of at least 70% (or such lower percentage as the Administrative Agent may approve in its reasonable discretion) cash or Liquid Investments and (iii) the aggregate book value of all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date property Disposed of the Permitted Asset Disposition pursuant to in reliance on this clause (vii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (Am) states that no Default has occurred or is continuing and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above any fiscal year shall not apply to any Relevant Sales that in the aggregate are equal to or less than exceed $5,000,000 for such fiscal year25,000,000.00.

Asset Dispositions. None of the Borrower Entities shall, directly or indirectly, sell, lease, convey, transfer or otherwise dispose (including including, without limitation, via any sale and leaseback transaction) of any of its non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories): (i) Sales of inventory in the ordinary course of their businesses; (ii) Sales or dispositions of damaged, worn, obsolete, or other unneeded assets in the ordinary course of their businesses for not less than Fair Market Value; (iii) Sales or other dispositions of Investments permitted by clause (ii) of Section 5.02(e)(ii5.02(e) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]Sales or other dispositions of assets and property in the normal course of business; (v) Sales or other dispositions of the entities listed on Schedule 5.02(c)(v); provided, however, that in connection with any sale or other disposition of substantially all of the Equity Securities of Landec and/or substantially all of the Equity Securities and assets of Atlanta AG, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or dispositionAmerican Produce Company; (vi) Sales Sale or other transfers transfer of the Fresh Cut Assets from the Fresh Express Entities to the Borrower or any Xxxxxxxx Subsidiary Guarantors that are US Subsidiaries; (vii) Sale or other transfer of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii5.02(d)(iv); (viii) dispositions to the Seller of any excess amounts on deposit in the IRB Accounts following the redemption and repayment in full of the Indebtedness referred to in Sections 3.01(i)(i) and 3.01(i)(ii); and (viiix) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied to the prepayment of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from such sale or other dispositionthat, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date of the Permitted Asset Disposition pursuant to this clause (viiviii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing continuing, or, if any such Default has occurred and is continuing, a statement to the nature thereof and what action the Borrower proposes to take with respect thereto and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, provided further that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that in the aggregate are equal to or less than $5,000,000 for as of the end of the last day of the immediately preceding fiscal year. Notwithstanding the foregoing, if the aggregate Net Cash Proceeds received upon any such sales or dispositions during such fiscal year are equal to or less than $15,000,000 as of the end of the last day of the immediately preceding fiscal year, then no additional restrictions shall apply to the Borrower’s use of such Net Cash Proceeds.

Asset Dispositions. None of the Borrower Entities shallThe Company will not, directly or indirectlyand will not permit any Subsidiary (other than any Excluded Subsidiary) to, sell, leasetransfer, convey, transfer lease or otherwise dispose (including via any sale and leaseback transaction) of any of its non-cash assets or propertyasset, whether now including any Equity Interest, owned or hereafter acquiredby it, except for Permitted Sales and nor will the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within Company permit any one of the following categories Subsidiaries (whether or not other than any Excluded Subsidiary) to issue any additional Equity Interest in such Permitted Asset Dispositions could fall within one or more other categories andSubsidiary, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories):except: (ia) Sales sales of inventory inventory, used or surplus equipment and other fixed assets and Permitted Investments in the ordinary course of their businessesbusiness; (b) sales, transfers and other dispositions (i) to a Loan Party or (ii) Sales among any Subsidiaries that are not Loan Parties; (c) issuances of Equity Interests in a Subsidiary (i) as incentive compensation to officers, directors or employees of such Subsidiary, (ii) to the Company or to a Wholly Owned Subsidiary or (iii) as a Restricted Payment made in reliance on Section 6.05(b); (d) dispositions of damagedassets to the extent that (i) such assets are exchanged for credit against the purchase price of similar replacement assets or (ii) the proceeds of such disposition are reasonably promptly applied to the purchase price of such replacement assets; (e) licenses, wornsublicenses, obsolete, leases and subleases that do not interfere in any material respect with the business of the Company or other unneeded assets any Subsidiary; (f) sales or discounts of accounts receivable in connection with the compromise or collection thereof in the ordinary course of their businesses for not less than Fair Market Valuebusiness; (iiig) Sales the granting of Liens or entry into Securitization Transactions permitted by Section 6.02; (h) any Sale/Leaseback Transaction permitted by Section 6.03; (i) any Restricted Payment permitted under Section 6.05 (other than non- cash payments permitted solely under the proviso in such Section); (j) sales, transfers and dispositions of all the Equity Interests in a Subsidiary owned by the Company and the Subsidiaries and sales, transfers, leases and other dispositions of Investments permitted by other assets (other than accounts receivable as part of a Securitization Transaction or inventory as part of an inventory financing), in each case to the extent made to a Person other than the Company or any Subsidiary and to the extent not made in reliance on any other clause of this Section 5.02(e)(ii) for not less than Fair Market Value6.08; provided that at the time of each such sale, transfer or disposition and after giving effect thereto, (i) the sum, without duplication, of (x) the aggregate book value of all assets sold, transferred, leased or otherwise disposed of in reliance on this clause (j) since the date hereof (in each case determined as of the date of the applicable sale, transfer, lease or other disposition) and (y) all Partial Transfer Asset Amounts for all Partial Transfer Subsidiaries (if any), shall not exceed 25% of the sum, without duplication, of (A) the amounts referred to in the immediately preceding clauses (x) and (y) and (B) Consolidated Total Assets as of the last day of the fiscal quarter of the Company most recently ended on or prior to the date of such sale, transfer, lease or other disposition (without giving pro forma effect to such sale, transfer, lease or other disposition), (ii) no Default shall have occurred and be continuing; , (iii) the Company shall be in compliance with the covenants set forth in Sections 6.10 and 6.11 as of the end of the fiscal quarter of the Company most recently ended on or prior to the date of such sale, transfer, lease or other disposition, giving pro forma effect to such sale, transfer, lease or other disposition as if it had occurred on the first day of the period of four consecutive fiscal quarters of the Company ending with such quarter, (iv) [Intentionally Omitted]; (v) Sales or all sales, transfers, leases and other dispositions made in reliance on this clause (j) shall have been made for fair value, provided that the requirements of this clause (iv) shall not apply to a single disposition in the form of a Restricted Payment made with assets other than cash so long as (A) the aggregate Consolidated EBITDA attributable to all non-cash assets disposed of in such disposition does not constitute more than 15.0% of the entities listed on Schedule 5.02(c)(v); provided, however, that in connection with any sale or other disposition of substantially all total Consolidated EBITDA of the Equity Securities and/or substantially all Company and the Subsidiaries for the period of four consecutive fiscal quarters of the assets of Atlanta AG, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect Company most recently ended prior to such sale or disposition and no later than the date of any such sale or disposition, (B) such non-cash assets are not otherwise material to the Borrower conduct in the ordinary course of the business of the Company and its Subsidiaries, taken as a whole and (C) the Company shall deliver have delivered to the Administrative Agent a certificate executed by of a Financial Officer certifying that the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants requirements set forth in this proviso have been satisfied with respect thereto (it being understood that such Restricted Payment may also involve a disposition of cash, which disposition of cash may be made if permitted by any clause of this Section 5.03 after giving effect 6.08, regardless of whether it is permitted by this clause (j)), and (v) with respect to such sale each sale, transfer, lease or dispositionother disposition made in reliance on this clause (j) for consideration with a fair value in excess of US$25,000,000, the Company shall have delivered to the Administrative Agent a certificate of a Financial Officer certifying that all the requirements set forth in this clause (j) have been satisfied with respect thereto, together with reasonably detailed calculations demonstrating satisfaction of the requirements set forth in subclauses (i) and (iii) above; (vik) Sales any transfer to Persons other than the Company or other transfers a Subsidiary of property and assets from De Minimis US Subsidiaries dissolved Equity Interests representing all or any portion of the aggregate equity in any Subsidiary, whether pursuant to Section 5.02(d)(ii)a Restricted Payment, a sale of such Equity Interests by the holder or holders thereof or an issuance and sale of Equity Interests by such Subsidiary (any such transfer being referred to as a “Partial Transfer”; such Subsidiary being referred to as the “Partial Transfer Parent Subsidiary” and (vii) Sales or other dispositions for Fair Market Value, together with its subsidiaries, as the Net Cash Proceeds “Partial Transfer Subsidiaries”; and any Partial Transfer Subsidiary that becomes a Partial Transfer Subsidiary as a result of which are applied a Restricted Payment being referred to the prepayment of the Loans or otherwise as set forth in Section 2.06(ca “Partial Transfer Spin-Off Subsidiary”); provided that at the time of such Partial Transfer and after giving effect thereto, (i) no Default shall have occurred and be continuing, (ii) the Company shall be in compliance with the covenants set forth in Sections 6.10 and 6.11 as of the end of the fiscal quarter of the Company most recently ended on or prior to the date of such Partial Transfer, giving pro forma effect to such Partial Transfer and any related incurrence of Indebtedness as if they had occurred on the first day of the period of four consecutive fiscal quarters of the Company ended with such quarter, (iii) the sum, without duplication, of (x) the Partial Transfer Asset Amounts for all the Partial Transfer Subsidiaries and (y) the aggregate book value of all the assets sold, transferred, leased or otherwise disposed of in reliance upon clause (j) of this Section since the date hereof (in each case, determined as of the date of the applicable sale, transfer, lease or other disposition), shall not exceed 25% of the sum, without duplication, of (A) the amounts referred to in the immediately preceding clauses (x) and (y) and (B) Consolidated Total Assets as of the last day of the fiscal quarter of the Company most recently ended on or prior to the date of such Partial Transfer (without giving pro forma effect to such Partial Transfer), (iv) if such Partial Transfer constitutes a Restricted Payment, the sum, without duplication, of the Partial Transfer EBITDA Amounts for all the Partial Transfer Spin-Off Subsidiaries shall not exceed 25% of Consolidated EBITDA for the period of four consecutive fiscal quarters of the Company most recently ended on or prior to the date of such Restricted Payment (without giving pro forma effect to such Restricted Payment), (v) if such Partial Transfer constitutes a sale or an issuance and sale of Equity Interests in the Subsidiary, such Partial Transfer shall have been made for fair value, (vi) the Company shall have delivered to the Administrative Agent a certificate of a Financial Officer, certifying that all the requirements set forth in this clause (k) have been satisfied with respect thereto, together with reasonably detailed calculations demonstrating satisfaction of the requirements set forth in subclauses (ii), (iii) and (iv) above and (vii) this clause (k) may not be relied for more than one Partial Transfer (or more than a single series of related Partial Transfers consummated substantially concurrently); (l) any other sales, transfers and other dispositions of all the Equity Interests in a Subsidiary owned by the Company and the Subsidiaries and sales, transfers, leases and other dispositions of other assets (other than accounts receivable as part of a Securitization Transaction or inventory as part of an inventory financing), in each case to the extent made to a Person other than the Company or any Subsidiary and to the extent not made in reliance on any other clause of this Section 6.08; provided that (i) no Default shall have occurred and be continuing at the time thereof or would result from therefrom, (ii) the Company shall be in compliance with the covenants set forth in Sections 6.10 and 6.11 as of the end of the fiscal quarter of the Company most recently ended on or prior to the date of such sale sale, transfer, lease or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving pro forma effect to such Permitted Asset Disposition and no later than sale, transfer, lease or other disposition as if it had occurred on the date first day of the Permitted Asset Disposition period of four consecutive fiscal quarters of the Company ending with such quarter, (iii) all sales, transfers, leases and other dispositions permitted pursuant to this clause (vii)l) shall be made for fair value and 100% cash consideration, (iv) with respect to each sale, transfer, lease or other disposition made in reliance on this clause (l) for consideration with a fair value in excess of US$25,000,000, the Borrower Company shall deliver have delivered to the Administrative Agent a Compliance Certificate which (A) states certificate of a Financial Officer, certifying that no Default has occurred or is continuing and (B) sets forth all the calculation of Pro Forma Compliance with all Financial Covenants requirements set forth in Section 5.03 after giving effect this clause (l) have been satisfied with respect thereto, together with reasonably detailed calculations demonstrating satisfaction of the requirements set forth in subclause (ii) above and (v) the Commitments shall be permanently reduced at the time of the consummation, and by an aggregate amount equal to the Permitted Asset Disposition; and providednet cash proceeds, furtherof each such sale, transfer, lease or other disposition, such reduction to be made in accordance with Section 2.09 and, as between the Tranches, on a ratable basis; (m) dispositions or transfers by Loan Parties to Subsidiaries that the Borrower’s requirement are not Loan Parties of assets with an aggregate fair market value not to advise the Administrative Agent as provided above shall not apply to exceed $100,000,000; (n) dispositions or transfers by any Relevant Sales that Loan Party in the aggregate are equal form of (i) the contribution or other disposition to a Foreign Subsidiary of Equity Interests in, or Indebtedness of, any other Foreign Subsidiary owned directly by such Loan Party in exchange for Equity Interests in (or additional share premium or paid in capital in respect of Equity Interests in), or Indebtedness of, such Foreign Subsidiary, or a combination of any of the foregoing, and (ii) an exchange of Equity Interests in any Foreign Subsidiary for Indebtedness of, or of Indebtedness of such Foreign Subsidiary for Equity Interests in, such Foreign Subsidiary; (o) Permitted Charitable Contributions; and (p) any transactions involving consideration or value of less than $5,000,000 for US$1,000,000 individually. Notwithstanding anything to the contrary in this Section or any other provision of this Agreement, the Company will not, and will not permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any Equity Interests or other assets if such fiscal yearEquity Interests or other assets represent all or substantially all of the assets of the Company and the Subsidiaries, on a consolidated basis.

Asset Dispositions. None of the Borrower Entities shall, directly or indirectly, sell, lease, convey, transfer or otherwise dispose (including via Group Companies will make any sale and leaseback transaction) of any of its non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories):Disposition; provided that: (i) Sales any Group Company may sell or otherwise dispose of inventory in the ordinary course of their businesses; (ii) Sales or dispositions of damagedinventory, worn, obsolete, or equipment and other unneeded assets in the ordinary course of their businesses for not less than Fair Market Valuebusiness; (ii) any Group Company may make any Asset Disposition to the Borrower or any Wholly-Owned Domestic Subsidiary of the Borrower; (iii) Sales Holdings, the Borrower and its Subsidiaries may liquidate or other dispositions of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred sell Cash Equivalents and be continuingForeign Cash Equivalents; (iv) [Intentionally Omitted]the Borrower or any of its Subsidiaries may dispose of machinery or equipment which will be replaced or upgraded with machinery or equipment used or useful in the ordinary course of business of and owned by such Person; (v) Sales the Borrower or any of its Subsidiaries may dispose of obsolete, worn-out or surplus tangible assets in the ordinary course of business; (vi) any Group Company may dispose of non-core assets acquired in Permitted Acquisitions; (vii) the Borrower or any Subsidiary of the Borrower may sell, lease or otherwise transfer all or substantially all or any part of its assets (including any such transaction effected by way of merger or consolidation) to the Borrower or any Subsidiary Guarantor; (viii) any Subsidiary that is not a Subsidiary Guarantor may sell, lease or otherwise transfer all or any part of its assets (including any such transaction effected by way of merger or consolidation) to any other Subsidiary that is not a Subsidiary Guarantor; (ix) the Borrower or any Subsidiary of the Borrower may issue Equity Interests in the Borrower or such Subsidiary to qualify directors where required by applicable Law or to satisfy other requirements of applicable Law with respect to the ownership of Equity Interests in Foreign Subsidiaries or Nominal Shares for tax considerations; (x) any Group Company may transfer assets as a part of the consideration for Investments in Permitted Joint Ventures or Investments permitted by Section 7.06; (xi) Asset Dispositions effected by transactions permitted under Section 7.04 shall be permitted; (xii) any Group Company may lease, as lessor or sublessor, or license, as licensor or sublicensor, real or personal property in the ordinary course of business; (xiii) any Group Company may write off, discount, sell or otherwise dispose of defaulted or past due receivables and similar obligations in the ordinary course of business and not as part of an accounts receivable financing transaction; (xiv) any Group Company may, in the ordinary course of business, license and sublicense Intellectual Property; (xv) any Foreign Subsidiary may make Asset Dispositions to any Group Company; (xvi) any Group Company may enter into any Sale/Leaseback Transaction not prohibited by Section 7.01 or Section 7.13; (xvii) any Group Company may make Asset Dispositions to any other Group Company or Permitted Joint Venture which is not a Subsidiary Guarantor where such Asset Disposition constitutes an Investment permitted by Section 7.06(a); (xviii) any Group Company may make Asset Dispositions to any Loan Party; (xix) any Group Company may dispose of (A) core assets acquired in Permitted Acquisitions and (B) the equity or assets comprising an Investment in one or more Permitted Acquisitions, Investments permitted by Section 7.06 or Permitted Joint Ventures or non-wholly-owned Subsidiaries; (xx) any Group Company may make Asset Dispositions to Subsidiaries of the Group Companies that are not Loan Parties for cash consideration not less than the then fair market value of the assets subject to such Asset Disposition (as determined in good faith by a Responsible Officer of the Group Company making such Asset Disposition) if such Asset Disposition is otherwise in the ordinary course of its business and on terms and conditions as favorable to it as would be obtainable by it in a comparable arms’-length transaction with an independent, unrelated third party; (xxi) the Borrower or any of its Subsidiaries may enter into co-marketing or co-branding agreements, distribution agreements and intellectual property licensing agreements in the ordinary course of business that do not materially interfere with the business of the Borrower or its Subsidiaries; (xxii) the Borrower may dispose of stores in the ordinary course of business, in its reasonable business judgment; (xxiii) the sale of Capital Stock, Indebtedness or other dispositions securities of an Unrestricted Subsidiary; (xxiv) any foreclosure by Holdings, the Borrower or any Subsidiary upon any assets subject to a Lien in favor of Holdings, the Borrower or any Subsidiary or the disposition of assets so foreclosed; (xxv) any disposition of a Foreign Subsidiary; and (xxvi) any Group Company may make any other Asset Disposition; provided that (A) at least 75% of the entities listed on Schedule 5.02(c)(v)consideration therefor is cash or Cash Equivalents; provided, however, that in connection with any (B) such transaction does not involve the sale or other disposition of substantially a minority Equity Interest in any Group Company which is a Wholly-Owned Subsidiary; (C) the aggregate fair market value of all assets sold or otherwise disposed of by the Equity Securities and/or substantially Group Companies in all such transactions in reliance on this clause (xxvi) shall not exceed $15,000,000 in the aggregate; and (D) no Default or Event of the assets Default is then in existence or would otherwise arise therefrom. Upon consummation of Atlanta AGan Asset Disposition permitted under this Section 7.05, the Borrower Lien created thereon under the Collateral Documents (but not the Lien on any proceeds thereof) shall be in Pro Forma Compliance with all Financial Covenants after giving effect automatically released, and the Administrative Agent shall (or shall cause the Collateral Agent to) (to such sale or disposition and no later than the date of any such sale or disposition, the Borrower shall extent applicable) deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market ValueBorrower, the Net Cash Proceeds of which are applied to the prepayment of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date of the Permitted Asset Disposition pursuant to this clause (vii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that upon the Borrower’s requirement request and at the Borrower’s expense, such documentation as is reasonably necessary to advise evidence the Administrative Agent as provided above shall not apply to any Relevant Sales that release of the Collateral Agent’s security interests, if any, in the aggregate are equal to assets being disposed of, including amendments or less than $5,000,000 for such fiscal yearterminations of UCC Financing Statements, if any, the return of stock certificates, if any, and the release of any Subsidiary being disposed of in its entirety from all of its obligations, if any, under the Loan Documents.

Asset Dispositions. None of the Borrower Entities shall(a) No Co-Issuer will, directly or indirectlynor will it permit any other applicable Securitization Entity to, sell, transfer, lease, conveylicense, transfer liquidate or otherwise dispose (including via any sale and leaseback transaction) of any of its non-cash assets property (whether by means of a single transaction or propertya series of related transactions), whether now owned or hereafter acquiredincluding any Equity Interests of any other applicable Securitization Entity, except for Permitted Sales and in the following case of (“Permitted Asset Dispositions”), which i) Permitted Asset Dispositions may fall within and (ii) Permitted Brand Dispositions. (b) In connection with any one Permitted Brand Disposition, the applicable Securitization Entities (or the applicable Manager on their behalf) will deposit the related Release Price to the applicable Collection Account. The Release Price will be applied in accordance with priority (i) of the following categories (whether or not Priority of Payments, and any applicable Prepayment Consideration shall be due in connection with such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories):mandatory prepayment. (i) Sales The Canadian Co-Issuer will hold proceeds of inventory any Permitted Brand Disposition attributable to another Canadian Securitization Entity as agent for such Canadian Securitization Entity until such proceeds are applied pursuant to the Priority of Payments or reinvested in the ordinary course of their businesses;Eligible Assets in accordance with Section (ii) Sales or dispositions Immediately prior to any application of damaged, worn, obsolete, or other unneeded assets in the ordinary course of their businesses for not less than Fair Market Value; (iii) Sales or other dispositions of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions of the entities listed on Schedule 5.02(c)(v); provided, however, that such proceeds ofthe Release Price in connection with any sale or other disposition of substantially all Permitted Brand Disposition in accordance with priority (i) of the Equity Securities and/or substantially all Priority of Payments, the applicable Co-Issuer (or the Manager on its behalf) shall be permitted to disregard the requirements of the assets Priority of Atlanta AGPayments and deem all or a portion of such proceedsamount as a payment of the Residual Amount to the Issuer or the Canadian Residual Account, as applicable, so long as (x) the Borrower shall be recipientsuch Co-Issuer immediately thereafter uses such Residual Amount to make a loan to the other Co-Issuer in Pro Forma Compliance accordance with all Financial Covenants Section 8.13 with interest at a rate determined by the applicable Manager in accordance with the applicable Managing Standard, (y) after giving effect to such sale or disposition payment of such Residual Amount and no later than such loan, the date related proceeds of any such sale or disposition, the Borrower shall deliver Permitted Brand Disposition areloaned amount is applied pursuant to the Administrative Agent a certificate executed Priority of Payments by the Chief Accounting Officer or Treasurer Co-Issuers as if such loaned amount was Residual Amount ofRelease Price payable by the recipient Co-Issuer in connection with such Permitted Brand Disposition and (z) the deemed payment of such Residual Amount is disregarded for purposes of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition;Weekly Manager’s Certificate. (vic) Sales For the avoidance of doubt, neither the Managers nor any of the Securitization Entities will be permitted to sell, transfer, lease, license, liquidate or otherwise dispose of any of the Driven Securitization Brands other transfers of property and assets from De Minimis US Subsidiaries dissolved than pursuant to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied to the prepayment of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such a Permitted Asset Disposition and no later than the date of the Permitted Asset Disposition pursuant to this clause (vii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Brand Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that in the aggregate are equal to or less than $5,000,000 for such fiscal year.

Asset Dispositions. None Each of the Borrower Entities shallBorrowers and New ICE Parent will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, sell, lease, convey, transfer make or otherwise dispose (including via agree to make any sale and leaseback transaction) of any of its non-cash assets or property, whether now owned or hereafter acquired, Asset Disposition except for Permitted Sales and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories):for: (i) Sales the sale, exchange or other disposition of inventory inventory, Cash Equivalents, assets and properties in the ordinary course of their businessesbusiness, the sale or write-off of past due or impaired accounts receivable for collection purposes (but not for factoring, securitization or other financing purposes to the extent not otherwise permitted hereunder), and the termination or unwinding of Hedge Agreements permitted hereunder; (ii) Sales any Asset Disposition between and among New ICE Parent or dispositions any of damaged, worn, obsolete, or other unneeded assets in the ordinary course of their businesses for not less than Fair Market Valueits Subsidiaries; (iii) Sales the disposition of any property or asset of New ICE Parent or any Subsidiary resulting from any casualty event or other dispositions insured damage, or any taking under power of Investments permitted eminent domain or by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuingcondemnation or similar proceeding; (iv) [Intentionally Omitted]; any Asset Disposition outside the ordinary course of business; provided that (vA) Sales such Asset Disposition, whether in one transaction or other dispositions a series of the entities listed on Schedule 5.02(c)(v); providedtransactions, however, that in connection with any sale does not constitute all or other disposition of substantially all of the Equity Securities and/or substantially all of the assets of Atlanta AGNew ICE Parent and its Subsidiaries taken as a whole, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale (B) no Default or disposition and no later than the date Event of any such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied to the prepayment of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing or would result from such sale therefrom and (C) in respect of any Asset Disposition with an aggregate book or other dispositionfair value exceeding $500,000,000, New ICE Parent shall provide the Borrower shall be in Lenders with a Compliance Certificate prepared on a Pro Forma Compliance with all Financial Covenants Basis after giving effect to such Permitted Asset Disposition and no later than demonstrating compliance with the date of the Permitted covenants in Article VI; and (v) any Asset Disposition in connection with Indebtedness permitted pursuant to this clause (viiSections 7.2(iv), the Borrower shall deliver 7.2(v) and 7.2(vi) and Liens permitted pursuant to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that in the aggregate are equal to or less than $5,000,000 for such fiscal year7.3(viii).

Asset Dispositions. None of the Borrower Entities shall, directly or indirectly, sell, lease, convey, transfer or otherwise dispose (including via Group Companies will make any sale and leaseback transaction) of any of its non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories):Disposition; provided that: (i) Sales of any Group Company may sell inventory in the ordinary course of their businessesbusiness on an arms’-length basis; (ii) Sales the Borrower may make any Asset Disposition to any of the Subsidiary Guarantors if (A) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Administrative Agent or dispositions the Collateral Agent may request so as to cause the Credit Parties to be in compliance with the terms of damagedSection 6.10 after giving effect to such Asset Disposition and (B) after giving effect to such Asset Disposition, wornno Default or Event of Default exists; (iii) the Borrower and its Subsidiaries may liquidate or sell Cash Equivalents; (iv) the Borrower or any of its Subsidiaries may sell, obsoletelease, transfer, assign or otherwise dispose of assets (other than in connection with any Casualty or Condemnation) to any other Person; provided that the aggregate fair market value of all property disposed of pursuant to this clause (iv) does not exceed $10,000,000 in the aggregate in any fiscal year of the Borrower or $30,000,000 in the aggregate from and after the Closing Date; (v) the Borrower or any of its Subsidiaries may dispose of machinery or equipment which will be replaced or upgraded with machinery or equipment put to a similar use and owned, or other unneeded assets otherwise used or useful in the ordinary course of business of and owned, by such Person; provided that (A) such replacement or upgraded machinery and equipment is acquired within 120 days after such disposition, and (B) upon their businesses for not less than Fair Market Valueacquisition, such replacement assets become subject to the Lien of the Collateral Agent under the Collateral Documents (to the extent in effect immediately prior to such disposition); (iiivi) Sales the Borrower or any of its Subsidiaries may, in the ordinary course of business and in a commercially reasonable manner, dispose of obsolete, worn-out or surplus tangible assets and other excess property no longer used or useful in the ordinary course of business; (vii) any Group Company may enter into any Sale/Leaseback Transaction (other than the iStar Sale/Leaseback Transaction) not prohibited by Section 7.13; (viii) any Subsidiary of the Borrower may sell, lease or otherwise transfer any or all or substantially all of its assets (including any such transaction effected by way of merger or consolidation) to the Borrower or any Wholly-Owned Domestic Subsidiary of the Borrower, so long as (A) the security interests granted to the Collateral Agent for the benefit of the Finance Parties pursuant to the Collateral Documents in such assets shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such sale, lease or other dispositions transfer) and (B) after giving effect to such Asset Disposition, no Default or Event of Investments Default exists; (ix) any non-Wholly-Owned Domestic Subsidiary or Foreign Subsidiary of the Borrower may sell, lease or otherwise transfer any or all or substantially all of its assets (including any such transaction effected by way of merger or consolidation) to any other non-Wholly-Owned Domestic Subsidiary or Foreign Subsidiary of the Borrower, so long as the security interests granted to the Collateral Agent for the benefit of the Finance Parties pursuant to the Collateral Documents in such assets shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such sale, lease or other transfer); (x) any Group Company may sell or dispose of Equity Interests in its Subsidiaries to qualify directors where required by applicable Law or to satisfy other requirements of applicable Law with respect to the ownership of Equity Interests of Foreign Subsidiaries or Liquor License Subsidiaries; (xi) any Group Company may (A) lease, as lessor or sublessor, or license, as licensor or sublicensor, real or personal property (including Intellectual Property) in the ordinary course of business and consistent with past practices and (B) grant options to purchase, lease or acquire real or personal property in the ordinary course of business, so long as the Asset Disposition resulting from the exercise of such option would otherwise be permitted under this Section 7.05; (xii) any Group Company may dispose of defaulted receivables and similar obligations in the ordinary course of business and not as part of an accounts receivable financing transaction; (xiii) each of AMF Bowling Centers, Inc. and AMF Bowling Recreation Centers, Inc. may make (A) Asset Dispositions on the Closing Date under the iStar Sale/Leaseback Documents and (B) Asset Dispositions after the Closing Date under the iStar Sale/Leaseback Documents (including, without limitation, sales of Bowling Equipment required thereunder and/or transfers of additional Real Property as provided therein); (xiv) any Group Company may dispose of non-core assets acquired in connection with Permitted Business Acquisitions; (xv) any Group Company may make one or more Asset Dispositions involving any or all of the assets described in Schedule 7.05; (xvi) any Group Company may make one or more Foreign Asset Dispositions if the Net Cash Proceeds thereof are applied as required under Section 2.09(b)(v); (xvii) an Group Company may make one or more Asset Dispositions in connection with a like-kind exchange pursuant to Section 1031 of the Code; provided that the Borrower shall have delivered to the Administrative Agent a Pro-Forma Compliance Certificate demonstrating that upon giving effect on a Pro-Forma Basis to such transaction, the Credit Parties will be in compliance with all of the financial covenants set forth in Section 7.17(a) and (b) as of the last day of the most recent period of four consecutive fiscal quarters of Holdings which precedes or ends on the date of such transaction and with respect to which the Administrative Agent has received the consolidated financial information required under Section 6.01(a) or (b) and the officer’s certificate required under Section 6.01(c); (xviii) the Borrower or any of its Domestic Subsidiaries may make one or more Asset Dispositions described in Section 7.09(ix); and (xix) any Group Company may make any other Asset Disposition; provided that (A) at least 75% of the consideration therefor is cash or Cash Equivalents; (B) if such transaction is a Sale/Leaseback Transaction, such transaction is permitted by Section 5.02(e)(ii7.01 and Section 7.13; (C) for such transaction does not less than Fair Market Value; provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions of involve the entities listed on Schedule 5.02(c)(v); provided, however, that in connection with any sale or other disposition of substantially a minority Equity Interest in any Group Company; (D) the aggregate fair market value of all assets sold or otherwise disposed of the Equity Securities and/or substantially all of the assets of Atlanta AG, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer Group Companies in all such transactions in reliance on this clause (xix) shall not exceed $20,000,000 in the aggregate from and after the Closing Date; and (E) no Default or Treasurer Event of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied to the prepayment of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing immediately before or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants immediately after giving effect to such Permitted transaction. Upon consummation of an Asset Disposition and no later than the date of the Permitted Asset Disposition pursuant to permitted under this clause (vii)Section 7.05, the Borrower Lien therein created (but not the Lien on any proceeds thereof) under the Collateral Documents shall be automatically released and the Administrative Agent shall (or shall cause the Collateral Agent to) (to the extent applicable) deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and providedBorrower, further, that upon the Borrower’s requirement request and at the Borrower’s expense, such documentation as is reasonably necessary to advise evidence the Administrative Agent as provided above shall not apply to any Relevant Sales that release of the Collateral Agent’s security interests, if any, in the aggregate are equal to assets being disposed of, including amendments or less than $5,000,000 for such fiscal yearterminations of Uniform Commercial Code Financing Statements, if any, the return of stock certificates, if any, and the release of any Subsidiary being disposed of in its entirety from all of its obligations, if any, under the Senior Finance Documents.

Asset Dispositions. None Except as otherwise set forth below, until the Discharge of Senior-Priority Debt has occurred, each Collateral Trustee, for itself and on behalf of the Borrower Entities shallPari Passu Lien Representatives and the other Pari Passu Lien Claimholders with respect to which such Collateral Trustee is acting as Agent, directly agrees that, in the event of any Insolvency Proceeding, the Pari Passu Lien Claimholders will not object to or indirectly, selloppose (or support any Person in objecting to or opposing) a motion with respect to any sale, lease, conveylicense, exchange, transfer or otherwise dispose (including via any sale and leaseback transaction) of any of its non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories): (i) Sales of inventory in the ordinary course of their businesses; (ii) Sales or dispositions of damaged, worn, obsolete, or other unneeded assets in the ordinary course of their businesses for not less than Fair Market Value; (iii) Sales or other dispositions of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions of the entities listed on Schedule 5.02(c)(v); provided, however, that in connection with any sale or other disposition of substantially all any Collateral free and clear of the Equity Securities and/or substantially all Liens of each Collateral Trustee and the Pari Passu Lien Representatives and the other Pari Passu Lien Claimholders, with respect to which such Collateral Trustee is acting as Agent, or other claims under Section 363 of the assets Bankruptcy Code, or any comparable provision of Atlanta AGany 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 First Lien Debt Collateral Agent; provided that, (i) the proceeds of such sale, lease, license, exchange, transfer or other disposition of any Collateral shall be applied to the First Lien Debt or the Pari Passu Lien Debt in accordance with Section 4.1, or if not so applied, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date Liens of any Collateral Trustee in such sale or disposition, the Borrower Collateral shall deliver attach to the Administrative Agent a certificate executed by proceeds of such disposition subject to the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants relative priorities set forth in the ABL Intercreditor Agreement, if applicable, and Section 5.03 after giving effect 2.1 hereof and (ii) the Pari Passu Lien Claimholders with respect to which such sale or disposition; (viCollateral 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) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied to the prepayment of the Loans or otherwise Bankruptcy Code, so long as set forth any such credit bid provides for the payment in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from such sale or other disposition, the Borrower shall be full in Pro Forma Compliance with cash of all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date of the Permitted Asset Disposition pursuant to this clause (vii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that in the aggregate are equal to or less than $5,000,000 for such fiscal yearFirst Lien Debt.

Asset Dispositions. None Each of the Parent and the Borrower Entities shallwill not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, sell, lease, convey, transfer make or otherwise dispose (including via agree to make any sale and leaseback transaction) of any of its non-cash assets or property, whether now owned or hereafter acquired, Asset Disposition except for Permitted Sales and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories):for: (i) Sales the sale or other disposition of inventory and Cash Equivalents in the ordinary course of their businessesbusiness, non-exclusive licenses of intellectual property in the ordinary course of business, and the sale, discount or write-off of past due or impaired accounts receivable for collection purposes (but not for factoring, securitization or other financing purposes), and the termination or unwinding of Hedge Agreements permitted hereunder; (ii) Sales or dispositions of damaged, worn, obsolete, the sale or other unneeded disposition of assets in the ordinary course of their businesses for not less than Fair Market Valuepursuant to any Casualty Event; (iii) Sales the sale, lease or other dispositions disposition of Investments permitted assets by Section 5.02(e)(ii) for the Borrower or any Subsidiary of the Borrower to the Borrower or to a Subsidiary Guarantor (or by any Subsidiary that is not less than Fair Market Value; provided a Subsidiary Guarantor to another Subsidiary that is not a Subsidiary Guarantor), in each case so long as no Default or Event of Default shall have occurred and be continuingcontinuing or would result therefrom; (iv) [Intentionally Omitted]; (v) Sales or other dispositions the sale of the entities listed on Schedule 5.02(c)(v); provided, however, that in connection with any sale or other disposition of substantially all of the Equity Securities and/or substantially all of the assets of Atlanta AG, by the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or disposition, the Borrower shall deliver its Subsidiaries to the Administrative Agent a certificate executed extent approved by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii)Required Lenders; and (vii) Sales or other dispositions for Fair Market Value, the provided that any Net Cash Proceeds of which therefrom are applied to the prepayment of the Loans to the extent required by the Required Lenders approving such sale of assets; (v) the disposition in the ordinary course of business of equipment or otherwise as set forth in Section 2.06(c)other capital assets that are obsolete or no longer necessary for the operations of the Borrower and its Subsidiaries; provided that (x) such equipment is exchanged for credit against the purchase price of other equipment, or (y) the proceeds of such disposition are reasonably promptly applied to the purchase price of other equipment; (vi) the sale of assets by the Borrower and its Subsidiaries to the extent permitted by Section 8.9; (vii) the lease by the Borrower and its Subsidiaries of one or more parcels of Realty for fair value; (viii) the sublease by the Borrower and its Subsidiaries of any property leased to it by a third party, and the assignment of any lease for fair value and for cash and/or promissory notes, provided that any promissory note received as consideration is permitted under Section 8.5(xiv); and (ix) the sale of assets outside the ordinary course of business for fair value and for cash and/or promissory notes, provided that (w) the aggregate Consolidated EBITDA for the immediately preceding Fiscal Year generated by all assets sold, or generated at the location of any Realty sold, in Specified Asset Dispositions consummated during the current Fiscal Year shall not exceed 10% of the Consolidated EBITDA of the Parent and its Subsidiaries for the immediately preceding Fiscal Year, (x) the aggregate proceeds (including the principal amount under any promissory note) from all such sales that are consummated during any Fiscal Year shall not exceed 10% of all assets of the Parent and its Subsidiaries (other than deferred income tax assets, goodwill, cash and Cash Equivalents) that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Parent and its Subsidiaries as assets as of the last day of the immediately preceding Fiscal Year, (y) any promissory note received as consideration is permitted under Section 8.5(xiv), and (z) no Default or Event of Default shall have occurred and be continuing or would result from therefrom. The Administrative Agent agrees to, at the Borrower’s expense, execute such sale UCC termination statements or partial release statements, as applicable, and other dispositionLien release documents as the Borrower may reasonably request to evidence the release of the Administrative Agent’s Lien in respect of property conveyed, sold, transferred or otherwise disposed of in compliance with this Section 8.4; provided, that the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date of the Permitted Asset Disposition pursuant to this clause (vii), the Borrower shall deliver provide to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing and (B) sets forth the calculation evidence of Pro Forma Compliance such transaction’s compliance with all Financial Covenants set forth in this Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise 8.4 as the Administrative Agent as provided above shall not apply to any Relevant Sales that in the aggregate are equal to or less than $5,000,000 for such fiscal yearmay reasonably request.

Asset Dispositions. None of From the Effective Date until the Investment Grade Covenants Date, the Borrower Entities shallwill not, directly or indirectly, sell, lease, convey, transfer or otherwise dispose (including via any sale and leaseback transaction) of will not permit any of its non-cash assets or propertySubsidiaries to, whether now owned or hereafter acquiredDispose of any Property, except for Permitted Sales and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories):except: (ia) Sales Dispositions of inventory in the ordinary course of their businessesbusiness; (iib) Sales Dispositions of cash and Permitted Investments in the ordinary course of business; (c) Dispositions of assets by a Subsidiary to the Borrower or dispositions a Subsidiary Guarantor or by the Borrower to a Subsidiary Guarantor; (d) Dispositions of damagedobsolete property, worn, obsolete, property no longer used in the business of the Borrower or its Subsidiaries or other unneeded assets in the ordinary course of their businesses for not less than Fair Market Valuebusiness of the Borrower or any Subsidiary; (iiie) Sales or other dispositions Dispositions of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market ValueRetail Property; provided that (i) both before and immediately after giving effect to such Disposition, no Default shall have has occurred and be continuing; is continuing or would result therefrom, (ivii) [Intentionally Omitted]; (v) Sales or other dispositions of the entities listed on Schedule 5.02(c)(v); provided, however, that in connection with any sale or other disposition of substantially all of the Equity Securities and/or substantially all of the assets of Atlanta AGafter giving effect to such Disposition, the Borrower shall be in Pro Forma Compliance pro forma compliance with all each of the Financial Covenants and (iii) the consideration received by the Borrower or its applicable Subsidiary in respect of such Disposition shall be equal to or greater than the fair market value of the assets that are subject to such Disposition (as reasonably determined by the chief financial officer of the Borrower); (f) Dispositions arising from condemnation or similar action with respect to any property or other assets, or voluntary exercise of termination rights under any lease, license, concession or other agreement or pursuant to buy/sell arrangements under any joint venture or similar agreement or arrangement; (g) Drop Down Transactions; provided that from and after the time that (i) the total consideration received by the Borrower and its Subsidiaries in respect of Drop Down Transactions consummated since the Effective Date pursuant to this Section 6.08(g), net of (ii) the aggregate amount of such consideration received by the Borrower or any Subsidiary in the form of cash or Permitted Investments (such net amount, the “Net Non-Cash Drop Down Consideration”) (when aggregated with the Net Non-Cash Section 6.04(b) Investment) exceeds (A) at any time prior to the Specified Acquisition Date, $250,000,000 or (B) at any time on or after the Specified Acquisition Date, $350,000,000, the Borrower or the applicable Subsidiary shall not consummate any Drop Down Transaction unless immediately after giving effect thereto (and to the receipt of any consideration in cash or Permitted Investments to be received in respect thereof at the time thereof), the Net Non-Cash Drop Down Consideration (when aggregated with the Net Non-Cash Section 6.04(b) Investment) shall not exceed 50% of the sum of (A) the total consideration received by the Borrower and its Subsidiaries in respect of Drop Down Transactions consummated since the Effective Date pursuant to this Section 6.08(g) and (B) the aggregate amount of all Investments made in reliance on Section 6.04(b)(iv) since the Effective Date; (h) Dispositions of Property pursuant to Catalyst Sale/Leaseback Transactions; (i) [Reserved]; (j) the lapse, abandonment or other Disposition of patents, trademarks or other intellectual property that are, in the reasonable judgment of the Borrower, no longer economically practicable to maintain or useful in the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (k) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Subsidiaries, taken as a whole; (l) the Liquidation of any Hedging Agreement; (m) Dispositions resulting from Restricted Payments permitted pursuant to Section 6.06 or Investments permitted pursuant to Section 6.04; (n) Dispositions of Receivables in connection with the collection or compromise thereof in the ordinary course of business; (o) Dispositions of equipment or real property to the extent that such Property is exchanged for credit against, or the proceeds of such Disposition are reasonably and promptly applied to, the purchase price of other property used in the ordinary course of business; (p) so long as no Default exists immediately prior to or after giving effect to such sale Disposition, sales of other Property not constituting the Collateral for consideration not to exceed $75,000,000 in the aggregate in any fiscal year of the Borrower; and (q) the Borrower or disposition and no later than the date any Subsidiary may Dispose of any such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 its Property; provided that (i) both before and immediately after giving effect to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market ValueDisposition, the Net Cash Proceeds of which are applied to the prepayment of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date of the Permitted Asset Disposition pursuant to this clause (vii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or and is continuing and or would result therefrom, (Bii) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such Disposition, on a pro forma basis, the Permitted Asset Disposition; and providedConsolidated Interest Coverage Ratio shall be greater than or equal to 4.50 to 1.00, further, that (iii) the Borrower’s requirement to advise consideration received by the Administrative Agent as provided above Borrower or such Subsidiary in respect of such Disposition shall not apply to any Relevant Sales that in the aggregate are be equal to or less greater than $5,000,000 for the fair market value of the Property that is subject to such fiscal yearDisposition (as reasonably determined by the chief financial officer of the Borrower) and (iv) at least 75% of the consideration received in respect of such Disposition shall be in the form of cash.

Asset Dispositions. None (a) Until the Discharge of ABL Obligations has occurred, each Fixed Asset Collateral Agent, for itself and on behalf of each other Fixed Asset Claimholder represented by it, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Fixed Asset Claimholders will not seek consultation rights in connection with, and will not object or oppose (or support any Person in objecting or opposing) a motion for any Disposition of any ABL Priority Collateral free and clear of the Borrower Entities shallLiens of Fixed Asset Collateral Agents and the Fixed Asset Claimholders or other claims under Sections 363, directly 365, 1129 or indirectly1141 of the Bankruptcy Code, sellor any comparable provision of any Bankruptcy Law, lease, convey, transfer or otherwise dispose (including via and shall be deemed to have consented to any sale and leaseback transactionsuch Disposition of any ABL Priority Collateral under Section 363(f) of any of its non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories): (i) Sales of inventory in the ordinary course of their businesses; (ii) Sales or dispositions of damaged, worn, obsolete, or other unneeded assets in the ordinary course of their businesses for not less than Fair Market Value; (iii) Sales or other dispositions of Investments permitted Bankruptcy Code that has been consented to by Section 5.02(e)(ii) for not less than Fair Market Valueeach ABL Collateral Agent; provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions the proceeds of the entities listed on Schedule 5.02(c)(v); provided, however, that in connection with any sale or other disposition of substantially all of the Equity Securities and/or substantially all of the assets of Atlanta AG, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date Disposition of any such sale or disposition, the Borrower shall deliver Collateral to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are be applied to the prepayment ABL Obligations or the Fixed Asset Obligations are applied in accordance with Sections 4.1 and 4.2. The foregoing to the contrary notwithstanding, the Fixed Asset Claimholders may oppose or raise any objections to such Disposition of such ABL Priority Collateral that could be raised by a creditor of Grantors whose claims are not secured by Liens on such ABL Priority Collateral (including an opposition or objection to the proposed bidding procedures), are not based on their status as secured creditors and are not otherwise in contravention of this Agreement (without limiting the foregoing, the Fixed Asset Claimholders may not oppose or raise any objections to the extent based on rights afforded by Sections 363(e), (f), (m) or (n) of the Loans Bankruptcy 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 assets). (b) Until the Discharge of Fixed Asset Obligations has occurred, each ABL Collateral Agent, for itself and on behalf of each other ABL Claimholder represented by it, agrees that, in the event of any Insolvency or Liquidation Proceeding, the ABL Claimholders will not seek consultation rights in connection with, and will not object or oppose (or support any Person in objecting or opposing), a motion for any Disposition of any Fixed Asset Priority Collateral free and clear of the Liens of each ABL Collateral Agent and the ABL Claimholders or other claims under Sections 363, 365, 1129 or 1141 of the Bankruptcy Code, or any comparable provision of any Bankruptcy Law, and shall be deemed to have consented to any such Disposition of any Fixed Asset Priority Collateral under Section 363(f) of the Bankruptcy Code that has been consented to by any Fixed Asset Collateral Agent; provided that the proceeds of such Disposition of any Collateral to be applied to the ABL Obligations or the Fixed Asset Obligations are applied in accordance with Sections 4.1 and 4.2 and further provided that the acquirer of any Fixed Asset Priority Collateral pursuant to such Disposition agrees to provide the ABL Collateral Agents and the ABL Claimholders the rights with respect to such Collateral provided in Sections 3.3 and 3.4. The foregoing to the contrary notwithstanding, the ABL Claimholders may oppose or raise any objections to such Disposition of such Fixed Asset Priority Collateral that could be raised by a creditor of Grantors whose claims are not secured by Liens on such Fixed Asset Priority Collateral (including an opposition or objection to the proposed bidding procedures), are not based on their status as secured creditors and are not otherwise in contravention of this Agreement (without limiting the foregoing, the ABL Claimholders may not oppose or raise any objections to the extent based on rights afforded by Sections 363(e), (f), (m) or (n) of the Bankruptcy Code to secured creditors (or any comparable provision of any other Bankruptcy Law) with respect to the Liens granted to the ABL Collateral Agents in respect of such assets). (c) The Fixed Asset Claimholders agree that the ABL Claimholders shall have the right to credit bid under Section 363(k) of the Bankruptcy Code or any comparable provision of any Bankruptcy Law with respect to any Disposition of the ABL Priority Collateral and the ABL Claimholders agree that the Fixed Asset Claimholders shall have the right to credit bid under Section 363(k) of the Bankruptcy Code or any comparable provision of any Bankruptcy Law with respect to any Disposition of the Fixed Asset Priority Collateral; provided that, except as set forth in the proviso of Section 2.06(c); provided that no Default shall have occurred and be continuing 3.1(c)(vi) or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date of the Permitted Asset Disposition pursuant to this clause (vii3.2(c)(vi), the Borrower Claimholders shall deliver not be deemed to have agreed to any credit bid by other Claimholders in connection with the Disposition of Collateral consisting of both Fixed Asset Priority Collateral and ABL Priority Collateral unless the cash proceeds of such bid are sufficient to cause the Discharge of ABL Obligations or the Discharge of Fixed Asset Obligations, as applicable. Each Fixed Asset Collateral Agent, for itself and on behalf of each other Fixed Asset Claimholder represented by it, agrees that, so long as the Discharge of ABL Obligations has not occurred, no Fixed Asset Claimholder shall, without the prior written consent of the ABL Collateral Agents, credit bid under Section 363(k) of the Bankruptcy Code or any comparable provision of any Bankruptcy Law with respect to the Administrative Agent ABL Priority Collateral unless such bid includes a Compliance Certificate which (Asufficient amount of cash proceeds to cause the Discharge of ABL Obligations. Each ABL Collateral Agent, for itself and on behalf of each other ABL Claimholder represented by it, agrees that, so long as the Discharge of Fixed Asset Obligations has not occurred, no ABL Claimholder shall, without the prior written consent of the Designated Fixed Asset Collateral Agent, credit bid under Section 363(k) states that no Default has occurred of the Bankruptcy Code or is continuing and (B) sets forth the calculation any comparable provision of Pro Forma Compliance any Bankruptcy Law with all Financial Covenants set forth in Section 5.03 after giving effect respect to the Permitted Fixed Asset Disposition; and provided, further, that Priority Collateral unless such bid includes a sufficient amount of cash proceeds to cause the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that in the aggregate are equal to or less than $5,000,000 for such fiscal yearDischarge of Fixed Asset Obligations.

Asset Dispositions. None The Borrower will not, nor will it permit any Subsidiary to, make any Asset Disposition except for (i) Asset Dispositions among the Borrower and one or more Subsidiaries or among any Subsidiaries, (ii) Asset Dispositions expressly permitted by Section 5.02(b), (iii) other Asset Dispositions of property that, together with all other property of the Borrower Entities shalland its Subsidiaries previously leased, directly sold or indirectly, sell, disposed of in Asset Dispositions made pursuant to this Section 5.02(e)(iii) during the twelve-month period ending with the month in which any such lease, conveysale or other disposition occurs, transfer do not constitute a Substantial Portion of the property of the Borrower and its Subsidiaries, (iv) transfers of accounts receivable (and rights ancillary thereto) pursuant to, and in accordance with the terms of, a Permitted Securitization; provided that the Receivables Transaction Attributed Debt pursuant to Permitted Securitizations may at no time exceed $200,000,000, (v) transfers of Intangible Transition Property (and rights ancillary thereto) pursuant to and in accordance with the terms of a rate deferral and/or specified cost recovery securitization program authorized by Illinois law, (vi) dispositions of assets that have become obsolete or otherwise dispose (including via any sale and leaseback transaction) no longer useful in the business of the Borrower or any of its non-cash assets Subsidiaries and (vii) dispositions of equipment or property, whether now owned or hereafter acquired, except for Permitted Sales and real property to the following extent that (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not A) such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories): (i) Sales of inventory is in the ordinary course of their businesses; business or (iiB) Sales (x) such property is exchanged for credit against the purchase price of similar replacement property or dispositions (y) the proceeds of damaged, worn, obsolete, or other unneeded assets in the ordinary course of their businesses for not less than Fair Market Value; (iii) Sales or other dispositions of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions of the entities listed on Schedule 5.02(c)(v); provided, however, that in connection with any sale or other such disposition of substantially all of the Equity Securities and/or substantially all of the assets of Atlanta AG, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are reasonably promptly applied to the prepayment purchase price of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date of the Permitted Asset Disposition pursuant to this clause (vii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that in the aggregate are equal to or less than $5,000,000 for such fiscal yearreplacement property.

Asset Dispositions. None of the The Borrower Entities shallwill not, directly or indirectlyand will not permit any Restricted Subsidiary to, sell, lease, convey, transfer or otherwise dispose (including via any sale and leaseback transaction) Dispose of any of its non-cash assets or propertyProperty to any Person, whether now owned or hereafter acquiredexcept: (a) Borrowing Base Property Dispositions during any Borrowing Base Period; provided, except for Permitted Sales and the following (“Permitted Asset Dispositions”)however, which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories):that: (i) Sales except with respect to Casualty Events, no Event of inventory Default or (after application of Section 6.08(a)(vi)) Borrowing Base Deficiency shall have occurred and be continuing at the time of such Disposition, (ii) with respect to any Asset Swap, the Borrower shall cause the Oil and Gas Properties acquired pursuant thereto to become Mortgaged Properties to the extent necessary to satisfy the minimum mortgage requirement set forth in Section 5.10 upon consummation of such Asset Swap, (iii) other than in the case of Asset Swaps and Casualty Events, at least 75% of the consideration received in respect of such Borrowing Base Property Disposition shall be cash or cash equivalents, (iv) other than in respect of Casualty Events, the consideration received in respect of such Borrowing Base Property Disposition shall be equal to or greater than the fair market value of the Borrowing Base Properties or Equity Interests subject to such Borrowing Base Property Disposition (as reasonably determined by an Authorized Officer of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate from the Borrower executed on its behalf by an Authorized Officer certifying to the foregoing), (v) if any such Disposition is of Equity Interests in a Borrowing Base Property Subsidiary, such Disposition shall include all the Equity Interests of such Subsidiary (unless all the Borrowing Base Properties owned by such Borrowing Base Property Subsidiary are treated as having been Disposed of pursuant to this Section 6.08(a) immediately after giving effect to such Disposition of Equity Interests), and (vi) in connection with such Borrowing Base Property Disposition, (A) the Borrowing Base shall be reduced in accordance with Section 2.20(e)(i) unless such reduction is not required pursuant to the proviso in Section 2.20(e)(i), and (B) the Borrower shall make all mandatory prepayments required by, and within the time periods set forth in, Section 2.09(c) (including after giving effect to any Borrowing Base reduction pursuant to Section 2.20(e)(i)); (b) during any Borrowing Base Period, Dispositions, including Asset Swaps, of any Oil and Gas Properties and any other assets, in each case, which are not Borrowing Base Properties (including, for the avoidance of doubt, the Specified Properties and Equity Interests of any Person which does not own Borrowing Base Properties); (c) Dispositions of Property constituting Investments permitted by Section 6.05 or Restricted Payments permitted by Section 6.07; (d) Dispositions of Properties (i) from any Loan Party to the Borrower or any other Loan Party and (ii) from a Restricted Subsidiary that is not a Subsidiary Guarantor to the Borrower or a Restricted Subsidiary; (e) Dispositions in the ordinary course of their businessesbusiness of equipment, vehicles and other tangible and intangible assets (other than Oil and Gas Properties) that are obsolete, worn out, surplus or no longer necessary or useful for the business of the Borrower or any of its Restricted Subsidiaries or are replaced by equipment of at least comparable value and use; (iif) Sales or dispositions Dispositions of damagedinventory and other goods (other than Oil and Gas Properties) held for sale, wornincluding Hydrocarbons and seismic data, obsolete, or other unneeded assets in the ordinary course of their businesses for not less than Fair Market Valuebusiness; (iiig) Sales any Disposition of assets (other than Borrowing Base Property Dispositions if occurring during a Borrowing Base Period) resulting from a Casualty Event; (h) Dispositions of Hydrocarbon Interests to which no Proved Reserves are attributed and farmouts with respect to undeveloped acreage to which no Proved Reserves are attributed and assignments in connection with such farmouts or the abandonment, farm-out, exchange, lease, sublease or other dispositions disposition in the ordinary course of business of Oil and Gas Properties not constituting Proved Oil and Gas Properties; (i) Dispositions of accounts receivable in connection with the collection or compromise thereof (other than in connection with any financing transaction); (j) Dispositions of Properties not constituting Oil and Gas Properties or accounts receivable, the fair market value of which (for all such Dispositions since the Effective Date) does not exceed (determined at the date of the consummation of the applicable Disposition) the greater of $75,000,000 and 1.00% of ACNTA (as of the last day of the most recently ended Fiscal Quarter for which Financial Statements have been delivered or are required to have been delivered pursuant to Section 5.01 (or for the period of time prior to the first such delivery after the Effective Date, the Borrower's financial statements covering the Fiscal Quarter ended September 30, 2022)); (k) Dispositions of cash equivalents; (l) Dispositions of assets for the purpose of community and public outreach, including charitable contributions and similar gifts, funding of or participation in trade, business and technical associations, and political contributions made in accordance with applicable Requirements of Law, to the extent such assets are not material to the ability of the Borrower and its Restricted Subsidiaries, taken as a whole, to conduct their business in the ordinary course; (m) the Borrower and the Restricted Subsidiaries may lease, sublease, license or sublicense (on a non-exclusive basis with respect to any intellectual property) real (other than Oil and Gas Properties), personal or intellectual property, in the ordinary course of business; (n) Dispositions of surface interests or properties that are not Oil and Gas Properties in connection with the development of solar assets on such surface interests or properties; (o) Dispositions of Investments in Persons that are joint ventures (regardless of the form of legal entity) to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements to the extent the same would be permitted by under Section 5.02(e)(ii6.05; (p) for not less to the extent constituting a Disposition, the unwinding, terminating and/or offsetting of any Swap Agreement subject to the terms of Section 6.13; (q) during an Interim Investment Grade Period, Dispositions of the Equity Interests of an Unrestricted Subsidiary (or a Restricted Subsidiary that owns no assets other than Fair Market ValueEquity Interests of one or more Unrestricted Subsidiaries); provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions Event of the entities listed on Schedule 5.02(c)(v); provided, however, that in connection with any sale or other disposition of substantially all of the Equity Securities and/or substantially all of the assets of Atlanta AG, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied to the prepayment of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing at the time of such Disposition and the consideration received in respect of such Disposition shall be equal to or result from greater than the fair market value of such sale or other disposition, Disposed Equity Interests (as reasonably determined by an Authorized Officer of the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than and, if requested by the date of the Permitted Asset Disposition pursuant to this clause (vii)Administrative Agent, the Borrower shall deliver a certificate from an Authorized Officer of the Borrower certifying to the Administrative Agent a Compliance Certificate which foregoing); (Ar) states Disposition of any easement on any surface rights to any Governmental Authority to satisfy the requirements of any “conservation easements” or similar programs established by any Governmental Authority; provided that such Disposition does not materially impair the exploitation and development of the affected Oil and Gas Properties; and (s) during any Interim Investment Grade Period, any other sale, transfer or Disposition of assets (other than those that are the subject of Section 6.08(q)) so long as (i) no Default or Event of Default has occurred or and is continuing or would result therefrom and (Bii) sets forth the calculation of Borrower is in Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect Covenant Compliance; provided, that notwithstanding anything to the Permitted Asset Disposition; and providedcontrary herein, further, that in no event shall any Disposition of Material Intellectual Property be made by the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply Borrower or any Restricted Subsidiary thereof to any Relevant Sales that in the aggregate are equal to or less than $5,000,000 for such fiscal yearUnrestricted Subsidiary.

Asset Dispositions. None (a) Holdings shall not, and shall not permit any of its Subsidiaries to, consummate any Asset Disposition (PROVIDED that the Borrower Entities shall, directly or indirectly, sellsale, lease, convey, transfer or otherwise dispose (including via any sale and leaseback transaction) of any of its non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories): (i) Sales of inventory in the ordinary course of their businesses; (ii) Sales or dispositions of damaged, worn, obsolete, or other unneeded assets in the ordinary course of their businesses for not less than Fair Market Value; (iii) Sales or other dispositions of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions of the entities listed on Schedule 5.02(c)(v); provided, however, that in connection with any sale conveyance or other disposition of substantially all of the Equity Securities and/or or substantially all of the assets of Atlanta AGHoldings and its Subsidiaries taken as a whole shall be governed by the provisions of SECTION 4.03 and/or ARTICLE 6 and not by the provisions of this SECTION 5.05) unless all of the following conditions are met: (i) at any time prior to a Note Registration, the Borrower aggregate fair market value of assets (exclusive of (x) the Specified Assets, (y) any assets subject to a Sale and Leaseback Transaction permitted hereunder and (z) assets involuntarily disposed of in an insured loss or as a result of a condemnation proceeding) sold or otherwise disposed of in any fiscal year of Holdings does not exceed 20% of Consolidated Tangible Assets at the beginning of the fiscal year; (ii) the consideration received is at least equal to the fair market value of such assets (except as the result of any foreclosure or sale by the lenders under the Credit Documents); (iii) at least 80% of the consideration received is cash; and (iv) no Default or Event of Default then exists or shall result from such Asset Disposition; PROVIDED, HOWEVER, that the amount of (x) any liabilities (as shown on Holdings' or such Subsidiary's most recent balance sheet) of Holdings or any Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets pursuant to any arrangement releasing Holdings or such Subsidiary from further liability and (y) any securities, notes or other obligations received by Holdings or any such Subsidiary from such transferee that are converted by Holdings or such Subsidiary into cash or Cash Equivalents within 90 days after the Asset Sale (to the extent of the cash received), shall be deemed to be cash for purposes of this provision. (b) Within 365 days after the receipt of any Net Proceeds from an Asset Disposition, Holdings or the Subsidiary making such Asset Disposition, as the case may be, may apply such Net Proceeds (i) to permanently reduce Senior Indebtedness or Guarantor Senior Indebtedness, or to purchase the Company Notes or the Notes (with the consent of the Holders thereof to the extent required) or Indebtedness ranking PARI PASSU with the Notes (and to correspondingly reduce commitments with respect thereto) or (ii) to the acquisition of a controlling interest in Pro Forma Compliance with all Financial Covenants after giving effect another business, the making of Capital Expenditures or the investment in or acquisition of other long-term assets, in each case, in the same or a similar line of business as Holdings and its Subsidiaries engaged in at the time such assets were sold or in a business reasonably related, complementing or ancillary thereto or a reasonable expansion thereof. Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit Indebtedness under the Credit Agreement or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph shall be deemed to such sale or disposition constitute "EXCESS PROCEEDS." When the aggregate amount of Excess Proceeds exceeds in any fiscal year $5,000,000, Holdings shall make an Asset Sale Offer pursuant to SECTION 4.10 to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the outstanding principal amount thereof, plus accrued and no later than unpaid interest, thereon to the date of any such sale or dispositionpurchase, in accordance with the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants procedures set forth in Section 5.03 after giving effect SECTION 4.10. To the extent that the aggregate principal amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, Holdings may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, Holdings shall select the Notes to be purchased on a pro rata basis. Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero. To the extent that the provisions of any securities laws or regulations conflict with the provision so of this Indenture relating to such sale or disposition; (vi) Sales or other transfers of property Asset Sale Offer, Holdings shall comply with the applicable securities laws and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied to the prepayment of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred regulations and be continuing or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date of the Permitted Asset Disposition pursuant to this clause (vii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply be deemed to any Relevant Sales that have breached its obligations described in the aggregate are equal to or less than $5,000,000 for such fiscal yearthis Indenture by virtue thereof.

Asset Dispositions. None The Borrower shall not, nor shall it permit any Restricted Subsidiary to, make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of the Borrower Entities shall, directly obsolete or indirectly, sell, lease, convey, transfer or otherwise dispose (including via any sale and leaseback transaction) of any of its non-cash assets or propertyworn out Property, whether now owned or hereafter acquired, except for Permitted Sales in the ordinary course of business and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether Property no longer useful or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, used by the Borrower may designate which category and its Restricted Subsidiaries in the asset disposition qualifies for without such asset disposition counting against other categories):conduct of its business; (b) Dispositions of equipment or real Property to the extent that (i) Sales such Property is exchanged for credit against the purchase price of similar replacement Property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement Property; (c) Dispositions of Property by any Restricted Subsidiary to the Borrower or to a Restricted Subsidiary; provided that if the transferor of such property is a Credit Party, the transferee thereof must be a Credit Party; and provided further that if the transferee thereof is Global Holdings or one of its Subsidiaries, such Disposition must constitute an Investment permitted under Section 6.3(k); (d) Dispositions of inventory in the ordinary course of their businessesbusiness; (iie) Sales Dispositions of Liquid Investments; (f) Dispositions of accounts receivable in connection with the collection or dispositions of damaged, worn, obsolete, or other unneeded assets compromise thereof in the ordinary course of their businesses for not less than Fair Market Valuebusiness; (iiig) Sales or other dispositions of Investments Sale and lease back transactions permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing6.14; (ivh) [Intentionally Omitted]Leases, subleases, licenses or sublicenses of property in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Restricted Subsidiaries; (vi) Sales or other dispositions Transfers of property subject to Recovery Events, subject to the entities listed on Schedule 5.02(c)(vBorrower's compliance with Section 2.5(c)(ii); provided, however, that in connection with any sale or other disposition ; (j) Dispositions of substantially all of the Equity Securities and/or substantially all of the assets of Atlanta AG, rigs and related equipment by the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect and its Restricted Subsidiaries to such sale or disposition Global Holdings and no later than the date of any such sale or dispositionits Subsidiaries, the Borrower shall deliver subject to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants limitations set forth in Section 5.03 after giving effect to such sale or disposition6.3(k); (vik) Sales Dispositions permitted by Section 6.3, 6.7 and 6.9; (l) Dispositions of drilling rigs no. 21, 51, 52, 53, 55, 301, 302 and 303, each located in Colombia; provided that (i) at the time of such Disposition, no Default shall exist or other transfers would result from such Disposition and (ii) the consideration received by the Borrower or its Restricted Subsidiaries in connection with such Disposition is comprised of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii)at least 70% (or such lower percentage as the Administrative Agent may approve in its reasonable discretion) cash or Liquid Investments; and (viim) Sales or other dispositions for Fair Market Value, Dispositions by the Net Cash Proceeds of which are applied to the prepayment of the Loans or Borrower and its Restricted Subsidiaries not otherwise as set forth in permitted under this Section 2.06(c)6.8; provided that (i) at the time of such Disposition, no Default shall have occurred and be continuing exist or would result from such sale or other dispositionDisposition, (ii) the consideration received by the Borrower shall be or its Restricted Subsidiaries in Pro Forma Compliance connection with such Disposition is comprised of at least 70% (or such lower percentage as the Administrative Agent may approve in its reasonable discretion) cash or Liquid Investments and (iii) the aggregate book value of all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date property Disposed of the Permitted Asset Disposition pursuant to in reliance on this clause (vii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (Am) states that no Default has occurred or is continuing and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above any fiscal year shall not apply to any Relevant Sales that in the aggregate are equal to or less than exceed $5,000,000 for such fiscal year40,000,000.00.

Asset Dispositions. None of the The Borrower Entities shallwill not, directly or indirectlyand will not permit any Restricted Subsidiary to, sell, lease, convey, transfer or otherwise dispose (including via any sale and leaseback transaction) Dispose of any of its non-cash assets or propertyProperty to any Person, whether now owned or hereafter acquired, except for Permitted Sales and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories):except: (ia) Sales of inventory in the ordinary course of their businesses; (ii) Sales or dispositions of damaged, worn, obsolete, or other unneeded assets in the ordinary course of their businesses for not less than Fair Market Value; (iii) Sales or other dispositions of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions of the entities listed on Schedule 5.02(c)(v)Borrowing Base Property Dispositions during any Borrowing Base Period; provided, however, that in connection with any sale or other disposition of substantially all of the Equity Securities and/or substantially all of the assets of Atlanta AG, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition;that: (vii) Sales except with respect to Casualty Events, no Event of Default or other transfers (after application of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii6.08(a)(vi); and (vii) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied to the prepayment of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default Borrowing Base Deficiency shall have occurred and be continuing or result from at the time of such sale or other dispositionDisposition, (ii) with respect to any Asset Swap, the Borrower shall cause the Oil and Gas Properties acquired pursuant thereto to become Mortgaged Properties to the extent necessary to satisfy the minimum mortgage requirement set forth in Section 5.10 upon consummation of such Asset Swap, (iii) other than in the case of Asset Swaps and Casualty Events, at least 75% of the consideration received in respect of such Borrowing Base Property Disposition shall be cash or cash equivalents, (iv) other than in Pro Forma Compliance with respect of Casualty Events, the consideration received in respect of such Borrowing Base Property Disposition shall be equal to or greater than the fair market value of the Borrowing Base Properties or Equity Interests subject to such Borrowing Base Property Disposition (as reasonably determined by an Authorized Officer of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate from the Borrower executed on its behalf by an Authorized Officer certifying to the foregoing), (v) if any such Disposition is of Equity Interests in a Borrowing Base Property Subsidiary, such Disposition shall include all Financial Covenants the Equity Interests of such Subsidiary (unless all the Borrowing Base Properties owned by such Borrowing Base Property Subsidiary are treated as having been Disposed of immediately after giving effect to such Permitted Disposition of Equity Interests), and (vi) in connection with such Borrowing Base Property Disposition, (A) the Borrowing Base shall be reduced in accordance with Section 2.20(e)(i) unless such reduction is not required pursuant to the proviso in Section 2.20(e)(i), and (B) the Borrower shall make all mandatory prepayments required by, and within the time periods set forth in, Section 2.09(c) (including after giving effect to any Borrowing Base reduction pursuant to Section 2.20(e)(i)); (b) during any Borrowing Base Period, Dispositions, including Asset Swaps, of any Oil and Gas Properties which are not Borrowing Base Properties; (c) Dispositions of Property constituting Investments permitted by Section 6.05 or Restricted Payments permitted by Section 6.07; (d) Dispositions of Properties (i) from any Loan Party to the Borrower or any other Loan Party and (ii) from a Restricted Subsidiary that is not a Subsidiary Guarantor to the Borrower or a Restricted Subsidiary; (e) Dispositions in the ordinary course of business of equipment and related assets that are obsolete, worn out or no longer necessary or useful for the business of the Borrower or any of its Restricted Subsidiaries or are replaced by equipment of at least comparable value and use; (f) Dispositions of Hydrocarbons and seismic data in the ordinary course of business; (g) any Disposition of assets (other than Oil and Gas Properties) resulting from a Casualty Event; (h) Dispositions of Hydrocarbon Interests to which no later Proved Reserves are attributed and farmouts with respect to undeveloped acreage to which no Proved Reserves are attributed and assignments in connection with such farmouts or the abandonment, farm-out, exchange, lease, sublease or other disposition in the ordinary course of business of Oil and Gas Properties not constituting Proved Oil and Gas Properties; (i) Dispositions of accounts receivable in connection with the collection or compromise thereof (other than in connection with any financing transaction); and (j) Dispositions of Properties not constituting Oil and Gas Properties or accounts receivable, the fair market value of which (for all such Dispositions since the Effective Date) does not exceed (determined at the date of the Permitted Asset Disposition consummation of the applicable Disposition) the greater of $50,000,000 and 1.25% of ACNTA (as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered or are required to have been delivered pursuant to this clause Section 5.01 (vii)or for the period of time prior to the first such delivery after the Effective Date, the Borrower shall deliver to Borrower’s financial statements covering the Administrative Agent a Compliance Certificate which Fiscal Quarter ended December 31, 2021)); and (Ak) states that during any Interim Investment Grade Period, any other sale, transfer or Disposition of assets so long as (i) no Default or Event of Default has occurred or and is continuing or would result therefrom and (Bii) sets forth the calculation of Borrower is in Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect Covenant Compliance; provided, that notwithstanding anything to the Permitted Asset Disposition; and providedcontrary herein, further, that in no event shall any Disposition of Material Intellectual Property be made by the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply Borrower or any Restricted Subsidiary thereof to any Relevant Sales that in the aggregate are equal to or less than $5,000,000 for such fiscal yearUnrestricted Subsidiary.

Asset Dispositions. None of the (a) Borrower Entities shallwill not, directly or indirectlynor will Borrower permit any other Credit Party to, sell, lease, conveytransfer, abandon or otherwise dispose of any Borrowing Base Properties, except pursuant to Permitted Asset Sales. No sale, lease, assignment, transfer or other disposition of any Borrowing Base Property shall be permitted pursuant to this Section 9.5 unless each of the following conditions is satisfied: (i) all mandatory prepayments required by Section 2.7 in connection with such sale, lease, assignment, transfer or other disposition are made concurrently with the closing thereof; (ii) no Event of Default has occurred which is continuing; and (iii) no Borrowing Base Deficiency shall exist immediately after giving effect to the application of the proceeds of such sale, lease, transfer, abandonment or other disposition. (b) Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose (including via any sale and leaseback transaction) of any of its non-cash assets or property, whether now owned or hereafter acquiredother than Borrowing Base Properties, except for Permitted Sales and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories): (i) Sales of inventory the sale in the ordinary course of their businesses; business of Hydrocarbons produced from Borrower’s Mineral Interests (and, once Shamrock becomes a Subsidiary of Borrower, the sale by Shamrock of Hydrocarbons acquired from Persons other than Shamrock), (ii) Sales the sale, lease, transfer, abandonment or dispositions other disposition of damagedmachinery, wornequipment and other personal property and fixtures which are (A) made in connection with a release, obsoletesurrender or abandonment of a well, or other (B) (1) obsolete or unneeded assets for their intended purpose and disposed of in the ordinary course of their businesses for not less than Fair Market Value; business, or (2) replaced by articles of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted Encumbrances, and (iii) Sales or other dispositions of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions of the entities listed on Schedule 5.02(c)(v); providedsale, howeverlease, that in connection with any sale transfer, abandonment or other disposition of substantially all Mineral Interests that are not Borrowing Base Properties (and the sale, lease, transfer, licensing or other disposition of seismic and other data relating to such Mineral Interests) so long as such Mineral Interests are not necessary or useful in the operation of any Borrowing Base Property. (c) Except as provided in Schedule 3 (or pursuant to the exercise of options and rights listed on Schedule 3), in no event will Borrower issue, sell, transfer or dispose of, or permit any other Credit Party to issue, sell, transfer or dispose of, any capital stock or other equity interest in any Subsidiary (direct or indirect) of Borrower, nor will Borrower issue or sell, or permit any other Credit Party to issue or sell, any capital stock or other equity interest in any Subsidiary of Borrower or any option, warrant or other right to acquire such capital stock or equity interest or security convertible into such capital stock or equity interest, to any Person other than Borrower or any Subsidiary of Borrower that has, to the extent required under this Agreement, provided a Facility Guaranty and the Equity Securities and/or substantially all of the assets of Atlanta AG, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect which has been pledged to such sale or disposition and no later than the date of any such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii); and (vii) Sales a Borrower Pledge Agreement or other dispositions for Fair Market Valuea Subsidiary Pledge Agreement or, the Net Cash Proceeds of which are applied to the prepayment of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date of the Permitted Asset Disposition pursuant to this clause (vii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that in the aggregate are equal case of Foreign Subsidiaries only, issuances or sales of Equity by one Foreign Subsidiary to or less than $5,000,000 for such fiscal yearanother.

Asset Dispositions. None (a) Until the Discharge of ABL Obligations has occurred, Note Security Agent, for itself and on behalf of each other Note Claimholder represented by it, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Note Claimholders will not seek consultation rights in connection with, and will not object or oppose (or support any Person in objecting or opposing) a motion for any Disposition of any ABL Priority Collateral free and clear of the Borrower Entities shallLiens of Note Security Agent and the Note Claimholders or other claims under Sections 363, directly 365, 1129 or indirectly1141 of the Bankruptcy Code, sellor 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), lease, convey, transfer or otherwise dispose (including via and shall be deemed to have consented to any sale and leaseback transactionsuch Disposition of any ABL Priority Collateral under Section 363(f) of the Bankruptcy Code that has been consented to by ABL Agent; provided that (i) the proceeds of such Disposition of any of its non-cash assets Collateral to be applied to the ABL Obligations or property, whether now owned or hereafter acquired, except for Permitted Sales the Note Obligations are applied in accordance with Sections 4.1 and 4.2 and (ii) Note Security Agent and the following Note Claimholders represented by it may assert any objection with respect thereto that may be raised by an unsecured creditor of the Grantors. (“Permitted Asset Dispositions”b) Until the Discharge of Note Obligations has occurred, ABL Agent, for itself and on behalf of each other ABL Claimholder represented by it, agrees that, in the event of any Insolvency or Liquidation Proceeding, the ABL Claimholders will not seek consultation rights in connection with, and will not object or oppose (or support any Person in objecting or opposing) a motion for any Disposition of any Note Priority Collateral free and clear of the Liens of ABL Agent and the ABL Claimholders or other claims under Sections 363, 365, 1129 or 1141 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), which Permitted Asset Dispositions may fall within and shall be deemed to have consented to any one such Disposition of any Note Priority Collateral under Section 363(f) of the following categories Bankruptcy Code that has been consented to by Note Security Agent; provided that (whether i) the proceeds of such Disposition of any Collateral to be applied to the ABL Obligations or the Note Obligations are applied in accordance with Sections 4.1 and 4.2 and (ii) ABL Agent and the ABL Claimholders represented by it may assert any objection with respect thereto that may be raised by an unsecured creditor of the Grantors. (c) The Note Claimholders agree that the ABL Claimholders shall have the right to credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of the ABL Priority Collateral and the ABL Claimholders agree that the Note Claimholders shall have the right to credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of the Note Priority Collateral; provided that the Claimholders shall not be deemed to have agreed to any credit bid by other Claimholders in connection with the Disposition of Collateral consisting of both Note Priority Collateral and ABL Priority Collateral (unless the cash proceeds of such Permitted Asset Dispositions could fall within bid are otherwise sufficient to cause, and used to cause, the Discharge of the Note Obligations (in the case of any such credit bid under this proviso by any one or more other categories and, if an asset disposition could qualify for more than one category ABL Claimholders) or the Discharge of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories): ABL Obligations (i) Sales of inventory in the ordinary course of their businesses; (ii) Sales or dispositions of damaged, worn, obsolete, or other unneeded assets in the ordinary course of their businesses for not less than Fair Market Value; (iii) Sales or other dispositions of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions of the entities listed on Schedule 5.02(c)(v); provided, however, that in connection with any sale or other disposition of substantially all of the Equity Securities and/or substantially all of the assets of Atlanta AG, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date case of any such sale credit bid under this proviso by any one or dispositionmore Note Claimholders). Note Security Agent, for itself and on behalf of each other Note Claimholder represented by it, agrees that, so long as the Discharge of ABL Obligations has not occurred, no Note Claimholder shall, without the prior written consent of ABL Agent, credit bid under Section 363(k) of the Bankruptcy Code with respect to the ABL Priority Collateral unless the cash proceeds of such bid are otherwise sufficient to cause, and used to cause, the Borrower shall deliver Discharge of ABL Obligations. ABL Agent, for itself and on behalf of each other ABL Claimholder represented by it, agrees that, so long as the Discharge of Note Obligations has not occurred, no ABL Claimholder shall, without the prior written consent of Note Security Agent, credit bid under Section 363(k) of the Bankruptcy Code with respect to the Administrative Agent a certificate executed by Note Priority Collateral unless the Chief Accounting Officer or Treasurer cash proceeds of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect such bid are otherwise sufficient to such sale or disposition; (vi) Sales or other transfers of property cause, and assets from De Minimis US Subsidiaries dissolved pursuant used to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market Valuecause, the Net Cash Proceeds Discharge of which are applied to the prepayment of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date of the Permitted Asset Disposition pursuant to this clause (vii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that in the aggregate are equal to or less than $5,000,000 for such fiscal yearNote Obligations.

Asset Dispositions. None of the Borrower Entities shall(a) The Company will not, directly or indirectly, sell, lease, convey, transfer or otherwise dispose (including via any sale and leaseback transaction) of will not permit any of its non-cash assets Restricted Subsidiaries to, consummate any Asset Disposition unless: (1) except in the case of an Asset Disposition of an Investment in a Permitted Joint Venture if and to the extent such an Asset Disposition is required by, or propertymade pursuant to, whether now owned or hereafter acquired, except for Permitted Sales and buy/sell arrangements between the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositionsjoint venture parties, the Borrower Company or such Restricted Subsidiary, as the case may designate which category be, receives consideration at least equal to the asset disposition qualifies for without such asset disposition counting against other categories): (i) Sales of inventory in the ordinary course of their businesses; (ii) Sales or dispositions of damaged, worn, obsolete, or other unneeded assets in the ordinary course of their businesses for not less than Fair Market Value; Value (iii) Sales or other dispositions of Investments permitted by Section 5.02(e)(ii) for not less than such Fair Market Value; provided that no Default shall have occurred and Value to be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions of the entities listed determined on Schedule 5.02(c)(v); provided, however, that in connection with any sale or other disposition of substantially all of the Equity Securities and/or substantially all of the assets of Atlanta AG, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any contractually agreeing to such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer Asset Disposition) of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect shares and assets subject to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii)Asset Disposition; and (vii2) Sales at least 75% of the consideration from such Asset Disposition received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; For the purposes of clause (2) of this Section 4.16(a) and for no other purpose, the following will be deemed to be cash: (1) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet) of the Company or any Restricted Subsidiary that are assumed by the transferee of any such assets and from which the Company and all Restricted Subsidiaries have been validly released by all creditors in respect of such liabilities in writing; (2) any securities, notes or other dispositions for obligations received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Disposition; (3) any Designated Noncash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Disposition having an aggregate Fair Market Value, the Net Cash Proceeds of which are applied to the prepayment of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance taken together with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date of the Permitted Asset Disposition other Designated Noncash Consideration received pursuant to this clause (vii3) that is at that time outstanding, not to exceed 2.5% of Total Assets at the time of the receipt of such Designated Noncash Consideration (with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received without giving effect to subsequent changes in value); (4) any cash consideration paid to the Company or a Restricted Subsidiary in connection with the Asset Disposition that is held in escrow or on deposit to support indemnification, adjustment of purchase price or similar obligations in respect of such Asset Disposition; (5) Additional Assets; and (6) any combination of the consideration specified in clauses (1) through (5) above. (b) Within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, an amount equal to 100% of the Net Available Cash from such Asset Disposition may be applied by the Company or such Restricted Subsidiary, as the case may be, as follows: (A) to permanently reduce (and, in the case of a revolving Debt Facility, permanently reduce commitments with respect thereto): (i) Secured Indebtedness under the Senior Credit Facility or (ii) Secured Indebtedness of the Company (other than any Disqualified Stock or Subordinated Obligations) or Secured Indebtedness of a Guarantor or Indebtedness of a Non-Guarantor Subsidiary (other than any Disqualified Stock or Guarantor Subordinated Obligations), in each case other than Indebtedness owed to the Company or any Restricted Subsidiary of the Company; (B) to permanently reduce obligations under other Indebtedness of the Company (other than any Disqualified Stock or Subordinated Obligations) or Indebtedness of a Guarantor (other than any Disqualified Stock or Guarantor Subordinated Obligations), in each case other than Indebtedness owed to the Company or an Affiliate of the Company; provided that the Company shall equally and ratably reduce Obligations under the Notes, as provided under Section 3.07, through open market purchases at or above 100% of the principal amount thereof or by making an offer (in accordance with the procedures set forth in this Section 4.16 for an Asset Disposition Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, in each case plus the amount of accrued but unpaid interest on the Notes that are purchased or redeemed; (C) to invest in Additional Assets; or (D) any combination of the foregoing; provided that pending the final application of any such Net Available Cash in accordance with clause (A), (B), (C) or (D) of this Section 4.16(b), the Borrower shall deliver to the Administrative Agent Company and its Restricted Subsidiaries may temporarily reduce Indebtedness (including under a Compliance Certificate which (Arevolving Debt Facility) states that no Default has occurred or is continuing and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth otherwise invest such Net Available Cash in Section 5.03 after giving effect to the Permitted Asset Dispositionany manner not prohibited by this Indenture; and provided, further, that in the Borrower’s requirement case of clause (C) of this Section 4.16(b), a binding commitment to advise invest in Additional Assets shall be treated as a permitted application of the Administrative Agent Net Available Cash from the date of such commitment so long as the Company or a Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and such Net Available Cash is actually applied in such manner within the later of 365 days from the consummation of the Asset Disposition and 180 days from the date of the Acceptable Commitment, and in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Available Cash is applied in connection therewith, the Company or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination and such Net Available Cash is actually applied in such manner within 180 days from the date of the Second Commitment, it being understood that if a Second Commitment is later cancelled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall constitute Excess Proceeds. (c) Any Net Available Cash from Asset Dispositions that is not applied or invested as provided above in Section 4.16(b) shall be deemed to constitute “Excess Proceeds.” On the 366th day after an Asset Disposition, if the aggregate amount of Excess Proceeds exceeds $50.0 million, the Company will be required to make an offer (an “Asset Disposition Offer”) to all Holders and, to the extent required by the terms of any outstanding Pari Passu Indebtedness, to all holders of such Pari Passu Indebtedness, to purchase the maximum aggregate principal amount or accreted value, as applicable, of Notes and any such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds on a pro rata basis based on the aggregate principal amount or accreted value, as applicable, of Notes and Pari Passu Indebtedness validly tendered and not apply properly withdrawn, at an offer price in cash in an amount equal to any Relevant Sales that 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on a Record Date to receive interest due on the Asset Disposition Purchase Date), in accordance with the procedures set forth in Section 3.09 or the agreements governing the Pari Passu Indebtedness, as applicable, in the aggregate are equal to or case of the Notes in integral multiples of $1,000; provided that if, following repurchase of a portion of a Note, the remaining principal amount of such Note outstanding immediately after such repurchase would be less than $5,000,000 2,000, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is $2,000. The Company shall commence an Asset Disposition Offer with respect to Excess Proceeds by mailing (or otherwise communicating in accordance with the Applicable Procedures) the notice required by Section 3.09, with a copy to the Trustee. To the extent that the aggregate amount of Notes and Pari Passu Indebtedness validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of Notes and Pari Passu Indebtedness validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer exceeds the amount of Excess Proceeds, subject to the Applicable Procedures, the Trustee shall select the Notes to be purchased on a pro rata basis on the basis of the principal amount of tendered Notes required to be purchased pursuant to the immediately preceding paragraph, and the selection of such fiscal yearPari Passu Indebtedness to be purchased shall be made pursuant to the terms of such Pari Passu Indebtedness. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will apply all Excess Proceeds to the purchase of the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness (on a pro rata basis, if applicable), required to be offered for purchase pursuant to this Section 4.16 (the “Asset Disposition Offer Amount”) and the governing documentation relating to Pari Passu Indebtedness or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Notes and Pari Passu Indebtedness validly tendered in response to the Asset Disposition Offer. Payment for any Notes so purchased will be made in the same manner as interest payments are made.

Asset Dispositions. None of the Borrower Entities shall, directly or indirectly, sell, lease, convey, transfer or otherwise dispose (including via Group Companies will make any sale and leaseback transaction) of any of its non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories):Disposition; provided that: (i) Sales of any Group Company may sell inventory in the ordinary course of their businessesbusiness on an arms’-length basis; (ii) Sales the Borrower may make any Asset Disposition to any of the Subsidiary Guarantors if (A) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Administrative Agent or dispositions the Collateral Agent may request so as to cause the Credit Parties to be in compliance with the terms of damagedSection 6.10 after giving effect to such Asset Disposition and (B) after giving effect to such Asset Disposition, wornno Default or Event of Default exists; (iii) the Borrower and its Subsidiaries may liquidate or sell Cash Equivalents; (iv) the Borrower or any of its Subsidiaries may sell, obsoletelease, transfer, assign or otherwise dispose of assets (other than in connection with any Casualty or Condemnation) to any other Person provided that the aggregate fair market value of all property disposed of pursuant to this clause (iv) does not exceed $3,000,000 in the aggregate in any fiscal year of the Borrower or $10,000,000 in the aggregate from and after the Closing Date; (v) the Borrower or any of its Subsidiaries may dispose of machinery or equipment which will be replaced or upgraded with machinery or equipment put to a similar use and owned, or other unneeded assets otherwise used or useful in the ordinary course of business of and owned by such Person; provided that (A) such replacement or upgraded machinery and equipment is acquired within 365 days after such disposition, and (B) upon their businesses for not less than Fair Market Valueacquisition, such replacement assets become subject to the Lien of the Collateral Agent under the Collateral Documents (to the extent in effect immediately prior to such disposition); (iiivi) Sales the Borrower or any of its Subsidiaries may in the ordinary course of business and in a commercially reasonable manner, dispose of obsolete, worn-out or surplus tangible assets and other excess property no longer used or useful in the ordinary course of business; (vii) any Group Company may enter into any Sale/Leaseback Transaction not prohibited by Section 7.13; (viii) any Subsidiary of the Borrower may sell, lease or otherwise transfer (x) any or all or substantially all of its assets (including any such transaction effected by way of merger or consolidation) to the Borrower or any Wholly-Owned Domestic Subsidiary of the Borrower, so long as (A) the security interests granted to the Collateral Agent for the benefit of the Finance Parties pursuant to the Collateral Documents in such assets shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such sale, lease or other dispositions transfer) and (B) after giving effect to such Asset Disposition, no Default or Event of Investments Default exists, and (y) assets to Foreign Subsidiaries or non-Wholly-Owned Domestic Subsidiaries to the extent permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing7.06(x); (ivix) any non-Wholly-Owned Domestic Subsidiary or Foreign Subsidiary of the Borrower may sell, lease or otherwise transfer any or all or substantially all of its assets (including any such transactions effected by way of merger or consolidation) to any other non-Wholly-Owned Domestic Subsidiary or Foreign Subsidiary of the Borrower, so long as the security interests granted to the Collateral Agent for the benefit of the Finance Parties pursuant to the Collateral Documents in such assets, if any, shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such sale, lease or other transfer); (x) any Group Company may (A) lease, as lessor or sublessor, or license, as licensor or sublicensor, real or personal property (including Intellectual Property) in the ordinary course of business and not interfering in any material respect with the business of such Group Company and (B) grant options to purchase, lease or acquire real or personal property in the ordinary course of business, so long as the Asset Disposition resulting from the exercise of such option would otherwise be permitted under this Section 7.05; (xi) any Group Company may dispose of defaulted receivables and similar obligations in the ordinary course of business and not as part of an accounts receivable financing transaction; (xii) any Group Company may dispose of non-core assets acquired in connection with Permitted Business Acquisitions; (xiii) [Intentionally Omittedreserved]; (vxiv) Sales any Group Company may make one or other dispositions of the entities listed on Schedule 5.02(c)(v); provided, however, that more Asset Dispositions in connection with a like-kind exchange pursuant to Section 1031 of the Code; provided that the Borrower shall have delivered to the Administrative Agent a Pro-Forma Compliance Certificate demonstrating that upon giving effect on a Pro-Forma Basis to such transaction, the Credit Parties will be in compliance with all of the financial covenants set forth in Section 7.16(a) as of the last day of the most recent period of four consecutive fiscal quarters of Holdings which precedes or ends on the date of such transaction and with respect to which the Administrative Agent has received the consolidated financial information required under Section 6.01(a) or (b) and the officer’s certificate required under Section 6.01(c); (xv) any Group Company may sell or dispose of Equity Interests in its Subsidiaries to qualify directors where required by applicable law or to satisfy other requirements of applicable law with respect to the ownership of Equity Interests of Foreign Subsidiaries; and (xvi) any Group Company may make any other Asset Disposition; provided that (A) at least 75% of the consideration therefor is cash or Cash Equivalents; (B) if such transaction is a Sale/Leaseback Transaction, such transaction is permitted by Section 7.01 and Section 7.13; (C) such transaction does not involve the sale or other disposition of substantially a minority Equity Interest in any Group Company; (D) the aggregate fair market value of all assets sold or otherwise disposed of the Equity Securities and/or substantially all of the assets of Atlanta AG, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer Group Companies in all such transactions in reliance on this clause (xvi) shall not exceed $10,000,000 in the aggregate from and after the Closing Date; and (E) no Default or Treasurer Event of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied to the prepayment of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing immediately before or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants immediately after giving effect to such Permitted transaction. Upon consummation of an Asset Disposition and no later than the date of the Permitted Asset Disposition pursuant to permitted under this clause (vii)Section 7.05, the Borrower Lien therein created (but not the Lien on any proceeds thereof) under the Collateral Documents shall be automatically released and the Administrative Agent shall (or shall cause the Collateral Agent to) (to the extent applicable) deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and providedBorrower, further, that upon the Borrower’s requirement request and at the Borrower’s expense, such documentation as is reasonably necessary to advise evidence the Administrative Agent as provided above shall not apply to any Relevant Sales that release of the Collateral Agent’s security interests, if any, in the aggregate are equal to assets being disposed of, including amendments or less than $5,000,000 for such fiscal yearterminations of Uniform Commercial Code Financing Statements, if any, the return of stock certificates, if any, and the release of any Subsidiary being disposed of in its entirety from all of its obligations, if any, under the Finance Documents.

Asset Dispositions. None Neither Borrower nor any of the Borrower Entities shall, directly or indirectly, its Subsidiaries shall sell, lease, convey, transfer or otherwise dispose (including via any sale and leaseback transaction) of any of its non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories):following: (i) Sales of inventory by Borrower and its Subsidiaries in the ordinary course of their businesses; (ii) Sales or dispositions of surplus, damaged, worn, obsolete, worn or other unneeded assets in the ordinary course of their businesses obsolete equipment or inventory for not less than Fair Market Valuefair market value; (iii) Sales or other dispositions of Investments permitted by Section 5.02(e)(iiCLAUSE (i) OF SUBPARAGRAPH 5.02(e) for not less than Fair Market Value; provided that no Default shall have occurred and be continuingfair market value; (iv) [Intentionally Omitted]Sales or assignments of defaulted receivables to a collection agency in the ordinary course of business; (v) Sales or other dispositions of assets and property by Borrower to any of Borrower's Subsidiaries or by any of Borrower's Subsidiaries to Borrower or any of its other Subsidiaries, provided that the entities listed on Schedule 5.02(c)(v); provided, however, that in connection with any sale or other disposition of substantially all of the Equity Securities and/or substantially all of the assets of Atlanta AG, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date terms of any such sale sales or disposition, other dispositions by or to Borrower are terms which are no less favorable to Borrower then would prevail in the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or dispositionmarket for similar transactions between unaffiliated parties dealing at arm's length; (vi) Sales by Borrower of promissory notes, accounts receivable and other indebtedness owed to Borrower, provided that each such sale is (A) for cash consideration which is not less than the fair market value of the promissory notes, accounts receivable or other transfers indebtedness sold and (B) without any recourse to Borrower or any of property and assets from De Minimis US its Subsidiaries dissolved pursuant except to Section 5.02(d)(iithe extent permitted by CLAUSE (x) OF SUBPARAGRAPH 5.02(a); and; (vii) Sales or other dispositions for Fair Market Valueand licenses by Borrower of its intellectual property, in the ordinary course of its business, provided that, in each case, the Net Cash Proceeds of which are applied to the prepayment terms of the Loans transaction are terms which then would prevail in the market for similar transactions between unaffiliated parties dealing at arm's length; and (viii) Other sales, leases, transfers and disposals of assets and property, provided that the aggregate value of all such assets and property (based upon the greater of the fair market or book value of such assets and property) so sold, leased, transferred or otherwise as set forth disposed of in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date of the Permitted Asset Disposition pursuant to this clause (vii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall any fiscal year does not apply to any Relevant Sales that in the aggregate are equal to or less than exceed $5,000,000 for such fiscal 10,000,000 per year.

Asset Dispositions. None of the Borrower Entities shall, directly or indirectly, sell, lease, convey, transfer or otherwise dispose (including via Group Companies will make any sale and leaseback transaction) of any of its non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories):Disposition; provided that: (i) Sales of any Group Company may sell inventory in the ordinary course of their businessesbusiness on an arms'-length basis; (ii) Sales the Borrower may make any Asset Disposition to any of the Subsidiary Guarantors if (A) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Administrative Agent or dispositions the Collateral Agent may request so as to cause the Credit Parties to be in compliance with the terms of damagedSection 6.10 after giving effect to such Asset Disposition and (B) after giving effect to such Asset Disposition, wornno Default or Event of Default exists; (iii) the Borrower and its Subsidiaries may liquidate or sell Cash Equivalents; (iv) the Borrower or any of its Subsidiaries may sell, obsoletelease, transfer, assign or otherwise dispose of assets (other than in connection with any Casualty or Condemnation) to any other Person provided that the aggregate fair market value of all property disposed of pursuant to this clause (iv) does not exceed $3,000,000 in the aggregate in any fiscal year of the Borrower or $10,000,000 in the aggregate from and after the Closing Date; (v) the Borrower or any of its Subsidiaries may dispose of machinery or equipment which will be replaced or upgraded with machinery or equipment put to a similar use and owned, or other unneeded assets otherwise used or useful in the ordinary course of business of and owned by such Person; provided that (A) such replacement or upgraded machinery and equipment is acquired within 120 days after such disposition, and (B) upon their businesses for not less than Fair Market Valueacquisition, such replacement assets become subject to the Lien of the Collateral Agent under the Collateral Documents (to the extent in effect immediately prior to such disposition); (iiivi) Sales the Borrower or any of its Subsidiaries may in the ordinary course of business and in a commercially reasonable manner, dispose of obsolete, worn-out or surplus tangible assets and other excess property no longer used or useful in the ordinary course of business; (vii) any Group Company may enter into any Sale/Leaseback Transaction not prohibited by Section 7.13; (viii) any Subsidiary of the Borrower may sell, lease or otherwise transfer (x) any or all or substantially all of its assets (including any such transaction effected by way of merger or consolidation) to the Borrower or any Wholly-Owned Domestic Subsidiary of the Borrower, so long as (A) the security interests granted to the Collateral Agent for the benefit of the Finance Parties pursuant to the Collateral Documents in such assets shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such sale, lease or other dispositions transfer) and (B) after giving effect to such Asset Disposition, no Default or Event of Investments Default exists, and (y) assets to Foreign Subsidiaries or non-Wholly-Owned Domestic Subsidiaries to the extent permitted by Section 5.02(e)(ii7.06(x); (ix) any non-Wholly-Owned Domestic Subsidiary or Foreign Subsidiary of the Borrower may sell, lease or otherwise transfer any or all or substantially all of its assets (including any such transactions effected by way of merger or consolidation) to any other non-Wholly-Owned Domestic Subsidiary or Foreign Subsidiary of the Borrower, so long as the security interests granted to the Collateral Agent for the benefit of the Finance Parties pursuant to the Collateral Documents in such assets shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such sale, lease or other transfer); (x) any Group Company may (A) lease, as lessor or sublessor, or license, as licensor or sublicensor, real or personal property (including Intellectual Property) in the ordinary course of business and consistent with past practices and (B) grant options to purchase, lease or acquire real or personal property in the ordinary course of business, so long as the Asset Disposition resulting from the exercise of such option would otherwise be permitted under this Section 7.05; (xi) any Group Company may dispose of defaulted receivables and similar obligations in the ordinary course of business and not less than Fair Market Valueas part of an accounts receivable financing transaction; (xii) any Group Company may dispose of non-core assets acquired in connection with Permitted Business Acquisitions; (xiii) any Group Company may make one or more Asset Dispositions involving any or all of the assets described in Schedule 7.05; (xiv) any Group Company may make one or more Asset Dispositions in connection with a like-kind exchange pursuant to Section 1031 of the Code; provided that no Default the Borrower shall have occurred delivered to the Administrative Agent a Pro-Forma Compliance Certificate demonstrating that upon giving effect on a Pro-Forma Basis to such transaction, the Credit Parties will be in compliance with all of the financial covenants set forth in Section 7.17(a) and be continuing(b) as of the last day of the most recent period of four consecutive fiscal quarters of Holdings which precedes or ends on the date of such transaction and with respect to which the Administrative Agent has received the consolidated financial information required under Section 6.01(a) or (b) and the officer's certificate required under Section 6.01(c); (ivxv) [Intentionally Omitted];any Group Company may sell or dispose of Equity Interests in its Subsidiaries to qualify directors where required by applicable law or to satisfy other requirements of applicable law with respect to the ownership of Equity Interests of Foreign Subsidiaries; and (vxvi) Sales or any Group Company may make any other dispositions Asset Disposition; provided that (A) at least 75% of the entities listed on Schedule 5.02(c)(v)consideration therefor is cash or Cash Equivalents; provided(B) if such transaction is a Sale/Leaseback Transaction, however, that in connection with any such transaction is permitted by Section 7.01 and Section 7.13; (C) such transaction does not involve the sale or other disposition of substantially a minority Equity Interest in any Group Company; (D) the aggregate fair market value of all assets sold or otherwise disposed of the Equity Securities and/or substantially all of the assets of Atlanta AG, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer Group Companies in all such transactions in reliance on this clause (xvi) shall not exceed $10,000,000 in the aggregate from and after the Closing Date; and (E) no Default or Treasurer Event of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied to the prepayment of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing immediately before or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants immediately after giving effect to such Permitted transaction. Upon consummation of an Asset Disposition and no later than the date of the Permitted Asset Disposition pursuant to permitted under this clause (vii)Section 7.05, the Borrower Lien therein created (but not the Lien on any proceeds thereof) under the Collateral Documents shall be automatically released and the Administrative Agent shall (or shall cause the Collateral Agent to) (to the extent applicable) deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and providedBorrower, further, that upon the Borrower’s requirement 's request and at the Borrower's expense, such documentation as is reasonably necessary to advise evidence the Administrative Agent as provided above shall not apply to any Relevant Sales that release of the Collateral Agent's security interests, if any, in the aggregate are equal to assets being disposed of, including amendments or less than $5,000,000 for such fiscal yearterminations of Uniform Commercial Code Financing Statements, if any, the return of stock certificates, if any, and the release of any Subsidiary being disposed of in its entirety from all of its obligations, if any, under the Senior Finance Documents.

Asset Dispositions. None Make any Asset Disposition except: (a) the sale, abandonment or other disposition of obsolete, worn-out or surplus assets no longer used in the business of the Borrower Entities shall, directly or indirectly, sell, lease, convey, transfer or otherwise dispose (including via any sale and leaseback transaction) of any of its Subsidiaries; (b) non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales exclusive licenses and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one sublicenses of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories): (i) Sales of inventory intellectual property rights in the ordinary course of their businessesbusiness not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Borrower and its Subsidiaries; (iic) Sales leases, subleases, licenses or dispositions sublicenses of damaged, worn, obsolete, assets granted by the Borrower or other unneeded assets any of its Subsidiaries to others in the ordinary course of their businesses for business not less than Fair Market Valueinterfering in any material respect with the business of the Borrower or any of its Subsidiaries and the leasing of real property owned by the Borrower consistent with its historical practices to the extent such real property location is not necessary or useful in the conduct of its business; (iiid) Sales or other dispositions of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Valuein connection with Insurance and Condemnation Events; provided that no Default shall have occurred and be continuingthe requirements of Section 4.4(b) are complied with in connection therewith; (ive) [Intentionally Omitted]the lapse of registered patents, trademarks and other intellectual property of Xxxxxxxx and its Subsidiaries to the extent not economically desirable in the conduct of their business and so long as such lapse is not materially adverse to the interests of the Lenders; (vf) Sales or other dispositions of the entities listed on Schedule 5.02(c)(v); provided, however, that in connection with any sale or other disposition of substantially all of the Equity Securities and/or substantially all of the assets of Atlanta AG, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii)Permitted Sale Leaseback Transactions; and (viig) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied Asset Dispositions not otherwise permitted pursuant to the prepayment of the Loans or otherwise as set forth in Section 2.06(c)this Section; provided that (i) at the time of such Asset Disposition, no Event of Default shall have occurred and be continuing exist or would result from such sale or other dispositionAsset Disposition, and (ii) the Borrower shall be aggregate fair market value of all property disposed of in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date of the Permitted Asset Disposition pursuant to reliance on this clause (vii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (Ag) states that no Default has occurred or is continuing and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that in exceed $50,000,000 since the aggregate are equal to or less than $5,000,000 for such fiscal yearClosing Date during the term of this Agreement.

Asset Dispositions. None Make any Asset Disposition except: (a) the sale of obsolete, worn-out or surplus assets (excluding Accounts) no longer used or usable in the Borrower Entities shall, directly business of Holdings or indirectly, sell, lease, convey, transfer or otherwise dispose (including via any sale and leaseback transaction) of any of its Subsidiaries; (b) non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales exclusive licenses and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one sublicenses of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories): (i) Sales of inventory intellectual property rights in the ordinary course of their businessesbusiness not interfering, individually or in the aggregate, in any material respect with the conduct of the business of Holdings and its Subsidiaries; (iic) Sales leases, subleases, licenses or dispositions sublicenses of damaged, worn, obsolete, real or other unneeded assets personal property granted by Holdings or any of its Subsidiaries to others in the ordinary course of their businesses for business not less than Fair Market Valuedetracting from the value of such real or personal property or interfering in any material respect with the business of Holdings or any of its Subsidiaries; (iiid) Sales or other dispositions Asset Dispositions in connection with Insurance and Condemnation Events; provided that the requirements of Investments Section 2.4(b) are complied with in connection therewith; (e) Assets Dispositions in connection with transactions permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions of the entities listed on Schedule 5.02(c)(v); provided, however, that in connection with any sale or other disposition of substantially all of the Equity Securities and/or substantially all of the assets of Atlanta AG, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii)7.4; and (viif) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied Asset Dispositions (excluding Accounts and Inventory) not otherwise permitted pursuant to the prepayment of the Loans or otherwise as set forth in this Section 2.06(c)7.5; provided that (i) at the time of such Asset Disposition, no Default or Event of Default shall have occurred and be continuing exist or would result from such sale or other dispositionAsset Disposition, (ii) such Asset Disposition is made for fair market value and the Borrower consideration received shall be no less than seventy-five percent (75%) in Pro Forma Compliance cash; provided that the amount of: (x) any liabilities (as shown on Holdings’ or the applicable Subsidiary’s most recent balance sheet) of Holdings or any Subsidiary thereof (other than contingent liabilities and liabilities that are by their terms subordinated to the Obligations or Indebtedness of Holdings or such Subsidiary that is unsecured or secured by a Lien junior in priority to the Liens securing the Obligations (including the Indebtedness under the Second Lien Term Loan Facility)) that are assumed by the transferee of any such assets and with all Financial Covenants after giving effect respect to which Holdings or such Permitted Asset Disposition Subsidiary is unconditionally released from further liability and no later than (y) any securities received by Holdings or the date applicable Subsidiary from such transferee that are converted within sixty (60) days by Holdings or such Subsidiary into cash or Cash Equivalents (to the extent of the Permitted Asset Disposition pursuant cash or Cash Equivalents received in that conversion) will be deemed to be cash for purposes of this clause (viiii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing and (Biii) sets forth the calculation aggregate fair market value of Pro Forma Compliance with all Financial Covenants set forth property disposed of after the Closing Date in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above reliance on this clause (f) shall not apply to any Relevant Sales that in the aggregate are equal to or less than exceed $5,000,000 for such fiscal year15,000,000.

Asset Dispositions. None The Company will not, and will not permit or cause any of the Borrower Entities shallits Subsidiaries to, directly or indirectly, sell, lease, convey, transfer make or otherwise dispose agree to make any Asset Disposition (including via any sale and leaseback transactionother than as permitted with respect to Cash Equivalents pursuant to Section 7.4) of any of its non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories):for: (i) Sales the sale or other disposition of inventory and Cash Equivalents in the ordinary course of their businessesbusiness, the sale, discount or write-off of past due or impaired accounts receivable for collection purposes (but not for factoring, securitization or other financing purposes), and the termination or unwinding of Hedge Agreements permitted hereunder; (ii) Sales or dispositions of damaged, worn, obsolete, the sale or other unneeded disposition of assets in pursuant to any Casualty Event, provided any Net Cash Proceeds therefrom are reinvested or applied to the ordinary course prepayment of their businesses for not less than Fair Market Valueany Indebtedness or redemption of the Preferred Stock pursuant to the Investment Documents; (iii) Sales or other dispositions of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions of the entities listed on Schedule 5.02(c)(v); providedsale, however, that in connection with any sale lease or other disposition of substantially all assets by the Company or any Subsidiary of the Equity Securities and/or substantially all of the assets of Atlanta AG, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or disposition, the Borrower shall deliver Company to the Administrative Agent Company or to any Wholly Owned Subsidiary (that is a certificate executed by the Chief Accounting Officer or Treasurer Subsidiary Guarantor), in each case so long as no Event of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied to the prepayment of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default Noncompliance shall have occurred and be continuing or would result from therefrom; provided, however, that no such sale sale, lease or other disposition, disposition of assets (except for immaterial assets that are not real property assets) by or to any Subsidiary acquired or established pursuant to a Permitted Acquisition that is required to be maintained as a separate Subsidiary pursuant to the Borrower definition of Permitted Acquisition shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date of the Permitted Asset Disposition permitted pursuant to this clause (viiiii); (iv) the sale, exchange or other disposition in the Borrower ordinary course of business of equipment or other capital assets that are obsolete or no longer necessary for the operations of the Company and its Subsidiaries; and (v) the sale or other disposition of assets (other than the Capital Stock of Subsidiaries) to Persons other than the Company and its Subsidiaries outside the ordinary course of business for fair value and for cash, provided that (x) the aggregate amount of Net Cash Proceeds from all such sales or dispositions that are consummated during any fiscal year shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing not exceed $500,000 and (By) sets forth the calculation no Event of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; Noncompliance shall have occurred and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that in the aggregate are equal to be continuing or less than $5,000,000 for such fiscal yearwould result therefrom.

Asset Dispositions. None of the Borrower Entities shall‌ (a) The Company shall not, directly or indirectly, sell, lease, convey, transfer or otherwise dispose (including via any sale and leaseback transaction) of shall not permit any of its non-cash assets or propertyRestricted Subsidiaries to, whether now owned or hereafter acquired, except for Permitted Sales and the following (“Permitted consummate any Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories):Disposition unless: (i1) Sales of inventory in the ordinary course of their businesses; (ii) Sales Company or dispositions of damagedsuch Restricted Subsidiary, wornas the case may be, obsolete, or other unneeded assets in receives consideration at least equal to the ordinary course of their businesses for not less than Fair Market Value; Value (iii) Sales or other dispositions of Investments permitted by Section 5.02(e)(ii) for not less than such Fair Market Value; provided that no Default shall have occurred and Value to be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions of the entities listed determined on Schedule 5.02(c)(v); provided, however, that in connection with any sale or other disposition of substantially all of the Equity Securities and/or substantially all of the assets of Atlanta AG, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any contractually agreeing to such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer Asset Disposition) of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect shares and assets subject to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii)Asset Disposition; and (vii2) Sales at least 75% of the consideration from such Asset Disposition received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents.‌ For the purposes of clause (2) above and for no other dispositions for purpose, the following will be deemed to be cash: (A) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet) of the Company or any of its Restricted Subsidiaries (other than Subordinated Obligations or Guarantor Subordinated Obligations) that are assumed by the transferee of any such assets or from which the Company and all such Restricted Subsidiaries have been otherwise validly released by all creditors in writing; (B) any Designated Non-Cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Disposition having an aggregate Fair Market Value, the Net Cash Proceeds of which are applied to the prepayment of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance taken together with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date of the Permitted Asset Disposition other Designated Non-Cash Consideration received pursuant to this clause (vii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing and (B) sets forth of Section 4.10(a)(2) that is at that time outstanding, not to exceed $20.0 million at the calculation time of Pro Forma Compliance the receipt of such Designated Non-Cash Consideration (with all Financial Covenants set forth in Section 5.03 after the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value);‌ (C) any securities, notes or other obligations received by the Permitted Company or any of its Restricted Subsidiaries from the transferee that are converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of such Asset Disposition; and (D) any Additional Assets. (b) Within 360 days from the later of the date of such Asset Disposition or the receipt by the Company or such Restricted Subsidiary, as the case may be, of Net Available Cash from such Asset Disposition, the Company or such Restricted Subsidiary, as the case may be, may apply, at its option, an amount equal to 100% of the Net Available Cash from such Asset Disposition as follows:‌ (1) to permanently repay (and if such Indebtedness is revolving, to permanently reduce commitments with respect thereto) Indebtedness under the Credit Facility or Indebtedness of a Non-Guarantor Restricted Subsidiary, in each case other than Indebtedness owed to the Company or a Restricted Subsidiary of the Company;‌ (2) to invest in Additional Assets or make capital expenditures that are used or useful in a Similar Business; or‌ (3) a combination of reductions and investments permitted by the foregoing clauses (1) and (2); provided that pending the final application of any such Net Available Cash in accordance with clause (1) or (2) above, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture; provided, further, that in the Borrower’s requirement case of clause (2) above, a binding commitment to advise invest in Additional Assets or to make capital expenditures that are used or useful in a Similar Business shall be treated as a permitted application of the Administrative Agent Net Available Cash on the date of such commitment so long as the Company or such Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash shall be applied to satisfy such commitment within 135 days of such commitment (an “Acceptable Commitment”) it being understood that if an Acceptable Commitment is later cancelled or terminated for any reason before such Net Available Cash is applied pursuant thereto, then such Net Available Cash shall constitute Excess Proceeds until such Net Available Cash is applied or invested as provided above in this Section 4.10(b). (1) Any Net Available Cash from Asset Dispositions that is not applied or invested as provided in Section 4.10(b) shall not apply be deemed to any Relevant Sales that in constitute “Excess Proceeds.” On the 361st day after an Asset Disposition, or earlier at the Company’s option, if the aggregate are amount of Excess Proceeds exceeds $15.0 million, the Company will be required to make an offer (“Asset Disposition Offer”) to all Holders to purchase the maximum aggregate principal amount of Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to (but excluding) the date of purchase (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the procedures set forth in Section 3.09. The Company shall commence an Asset Disposition Offer with respect to‌‌ Excess Proceeds by mailing (or otherwise communicating in accordance with the Applicable Procedures) the notice required by Section 3.09, with a copy to the Trustee. (2) To the extent that the aggregate amount of Notes validly tendered and not validly withdrawn pursuant to an Asset Disposition Offer is less than $5,000,000 the Excess Proceeds, the Company or the applicable Restricted Subsidiary may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof, collectively, exceeds the amount of Excess Proceeds, the Notes to be repurchased shall be selected in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not listed but are in global form, then by lot or otherwise in accordance with the Applicable Procedures or, if the Notes are not listed and not in global form on a pro rata basis, by lot or by such fiscal yearother method as the Trustee in its sole discretion (and without any liability therefor) shall deem to be fair and appropriate, and the Company shall select Notes to be purchased on a pro rata basis on the basis of the aggregate accreted value or principal amount of tendered Notes. Upon completion of such Asset Disposition Offer, regardless of the amount of Excess Proceeds used to purchase Notes pursuant to such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. (d) The Company’s obligation to make an Asset Disposition Offer following an Asset Disposition that has been consummated may be waived or modified after the occurrence of such Asset Disposition with the written consent of Holders of at least 66 2/3% in principal amount of the Notes then outstanding.

Asset Dispositions. None of the Borrower Entities shall, directly or indirectly, sell, lease, convey, transfer or otherwise dispose (including via Group Companies will make any sale and leaseback transaction) of any of its non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories):Disposition; provided that: (i) Sales any Group Company may sell or otherwise dispose of inventory and other assets related to such inventory of the Borrower and its Subsidiaries, in each case, in the Ordinary Course of Business; (ii) any Group Company may make any Asset Disposition to any Loan Party; (iii) the Group Companies may liquidate or sell Cash Equivalents; (iv) any Group Company may dispose of machinery, equipment or other assets which will be reasonably promptly replaced or upgraded with machinery, equipment or other assets used or useful in the Ordinary Course of Business of and owned by such Group Company; (v) any Group Company may dispose of (w) surplus, obsolete or worn-out assets no longer used or useful in the conduct of the Borrower or any of its Subsidiaries or otherwise economically impractical to maintain, in each case, in the Ordinary Course of Business or (x) non-core assets, divisions or lines of business acquired in Permitted Acquisitions or Permitted Intellectual Property Asset Acquisition, in an amount for this clause (x) not to exceed $5,000,000 in any fiscal year (it being understood that any dispositions made in reliance on this clause (x) during the period from the Closing Date to December 31, 2014 shall be deemed to be made in the 2015 fiscal year), (y) any machinery or equipment purchased at the end of an operating lease and resold thereafter and (z) Investments in joint ventures to the extent required by, or made pursuant to, buy/sell arrangements between joint ventures or similar parties set forth in the relevant joint venture arrangements and/or similar binding arrangements; (vi) any Subsidiary that is not a Subsidiary Guarantor may make any Asset Disposition (including any such transaction effected by way of merger or consolidation) to any other Subsidiary or Borrower; (vii) any Subsidiary of the Borrower may issue Equity Interests in such Subsidiary to qualify directors where required by applicable Law; (viii) any Group Company may transfer assets as a part of the consideration for Investments in Permitted Joint Ventures or Investments in each case, to the extent permitted by Section 7.06 (other than Section 7.06(a)(ii)) and so long as the fair market value thereof is applied to reduce capacity under the relevant provisions of Section 7.06; (ix) Asset Dispositions effected by transactions pursuant to Section 7.04 shall be permitted; (x) Liens granted in compliance with Section 7.02 and Investments made in compliance with Section 7.06 shall be permitted; (xi) any Group Company may lease, as lessor or sublessor, or non-exclusively license, as licensor or sublicensor, real or personal property in the Ordinary Course of Business, that do not materially interfere with the business of Borrower or its Subsidiaries; (xii) any Group Company may write off, forgive, discount, sell or otherwise dispose of receivables and similar obligations in the Ordinary Course of Business and not as part of an accounts receivable financing transaction; (xiii) any Group Company may, in the Ordinary Course of Business, non-exclusively license and sublicense intellectual property; (xiv) any Group Company may enter into any Sale/Leaseback Transaction permitted by Section 7.01 or Section 7.12; (xv) any Group Company may make Asset Dispositions to any other Group Company or Permitted Joint Venture which is not a Subsidiary Guarantor where such Asset Disposition constitutes an Investment permitted by Section 7.06(a); (xvi) any Group Company may (A) exclusively license and sublicense its Intellectual Property, in a manner consistent with customary practice for a pharmaceutical company business, (x) in any territory outside the United States or (y) for a new indication, in each case to the extent approved by the Board of Directors of the Borrower, and (B) maintain, renew, extend or otherwise modify any exclusive license existing on the Closing Date, to the extent any such extension or modification is not, taken as a whole, adverse to the interests of the Lenders in any material respect; (xvii) any Group Company may make any other Asset Disposition for at least fair market value; provided that (A) at least 75% of the consideration therefor is cash or Cash Equivalents (provided, however, that for purposes of this clause (xvii)(A), the following shall be deemed to be cash: (1) the assumption by the transferee of Indebtedness or other liabilities contingent or otherwise of the Borrower or any of its Subsidiaries and the valid release of the Borrower or any Subsidiary, by all applicable creditors in writing, from all liability on such Indebtedness or other liability in connection with such Asset Disposition, (2) securities, notes or other instruments received by the Borrower or any of its Subsidiaries from the transferee that are converted by the Borrower or any of its Subsidiaries into cash or Cash Equivalents with 180 days following the closing of such Asset Dispositions, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Asset Disposition to the extent that the Borrower and each other Subsidiary are released from any guaranty of payment of such Indebtedness in connection with such Asset Disposition, and (4) aggregate non-cash consideration received by the Borrower and its Subsidiaries for all Asset Dispositions under this clause (xvii) having a fair market value (determined as of the closing of the applicable Asset Disposition for which non-cash consideration is received) not to exceed $5,000,000 (net of any non-cash consideration converted into cash and Cash Equivalents received in respect of any such non-cash consideration)); (B) the aggregate fair market value of all assets sold or otherwise disposed of by the Group Companies in all such transactions in reliance on this clause (xvii) shall not exceed $25,000,000; and (C) no Event of Default is then in existence or would otherwise arise therefrom; provided further that the proceeds of any such Asset Disposition shall be applied to prepayment of the Loans to the extent required under Section 2.09(c)(iii); and (xviii) the Group Companies may surrender or waive contractual rights and settle or waive contractual or litigation claims in the ordinary course of their businesses; business. Upon consummation of an Asset Disposition to a third party by a Group Company permitted under this Section 7.05 (iiother than clauses (xi) Sales or dispositions of damaged, worn, obsolete, or other unneeded assets in the ordinary course of their businesses for not less than Fair Market Value; (iii) Sales or other dispositions of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions of the entities listed on Schedule 5.02(c)(vxiii); provided, however, that in connection with any sale or other disposition of substantially all of the Equity Securities and/or substantially all of the assets of Atlanta AG), the Borrower Lien created thereon under the Collateral Documents (but not the Lien on any proceeds thereof) shall be in Pro Forma Compliance with all Financial Covenants after giving effect automatically released, and the Administrative Agent shall (or shall cause the Collateral Agent to) (to such sale or disposition and no later than the date of any such sale or disposition, the Borrower shall extent applicable) deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market ValueBorrower, the Net Cash Proceeds of which are applied to the prepayment of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date of the Permitted Asset Disposition pursuant to this clause (vii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that upon the Borrower’s requirement request and at the Borrower’s expense, such documentation as is reasonably necessary to advise evidence the Administrative Agent as provided above shall not apply to any Relevant Sales that release of the Collateral Agent’s security interests, if any, in the aggregate are equal to assets being disposed of, including amendments or less than $5,000,000 for such fiscal yearterminations of UCC financing statements, if any, the return of stock certificates, if any, and the release of any Subsidiary being disposed of in its entirety from all of its obligations, if any, under the Loan Documents.

Asset Dispositions. None The Credit Parties will not permit any Consolidated Party to make any Asset Disposition other than an Excluded Asset Disposition unless (a) the consideration paid in connection therewith shall be cash or Cash Equivalents payment to be contemporaneous with consummation of the Borrower Entities shall, directly or indirectly, sell, lease, convey, transfer or otherwise dispose (including via any sale transaction and leaseback transaction) of any of its non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if shall be in an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories): (i) Sales of inventory in the ordinary course of their businesses; (ii) Sales or dispositions of damaged, worn, obsolete, or other unneeded assets in the ordinary course of their businesses for amount not less than Fair Market Value; (iii) Sales or other dispositions of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions the fair market value of the entities listed on Schedule 5.02(c)(v); providedProperty disposed of, however(b) if such transaction is a Sale and Leaseback Transaction, that in connection with any such transaction is not prohibited by the terms of Section 8.12, (c) such transaction does not involve the sale or other disposition of substantially all a minority equity interest in any Consolidated Party, (d) such transaction does not involve a sale or other disposition of the Equity Securities and/or substantially all receivables other than receivables owned by or attributable to other Property concurrently being disposed of the assets of Atlanta AGin a transaction otherwise permitted under this Section 8.4, (e) no later than five (5) Business Days prior to such Asset Disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or disposition, the Borrower shall deliver have delivered to the Administrative Agent (i) a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, the Credit Parties would be in compliance with all Financial Covenants the financial covenants set forth in Section 5.03 after giving effect 7.1 (a)-(c) and (ii) a certificate of an Executive Officer of the Borrower specifying the anticipated date of such Asset Disposition, briefly describing the assets to be sold or otherwise disposed of and setting forth the net book value of such sale assets, the aggregate consideration and the Net Cash Proceeds to be received for such assets in connection with such Asset Disposition and (f) the Credit Parties shall, upon consummation of such Asset Disposition, apply (or disposition; (vicause to be applied) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant an amount equal to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied such Asset Disposition to prepay the Loans in accordance with the terms of Section 3.3(b)(iii)(A). Upon a sale of assets or the sale of Capital Stock of a Consolidated Party permitted by this Section 8.4, the Collateral Agent shall (to the prepayment of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date of the Permitted Asset Disposition pursuant to this clause (vii), the Borrower shall extent applicable) deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred Credit Parties, upon the Credit Parties' request and at the Credit Parties' expense, such documentation as is reasonably necessary to evidence the release of the Collateral Agent's security interest, if any, in such assets or is continuing Capital Stock, including, without limitation, amendments or terminations of UCC financing statements, if any, the return of stock certificates, if any, and (B) sets forth the calculation release of Pro Forma Compliance with such Consolidated Party from all Financial Covenants set forth in Section 5.03 after giving effect to of its obligations, if any, under the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that in the aggregate are equal to or less than $5,000,000 for such fiscal yearCredit Documents.

Asset Dispositions. None Make any Asset Disposition except: (a) (i) the sale of obsolete, worn-out or surplus assets (including, without limitation, outdated technology or systems) no longer used or usable in the business of the Borrower Entities shall, directly or indirectly, sell, lease, convey, transfer or otherwise dispose (including via any sale and leaseback transaction) of any of its Subsidiaries and (ii) the abandonment of immaterial intellectual property no longer used or usable in the business of the Borrower or any of its Subsidiaries so long as such abandonment does not interfere, individually or in the aggregate, in any material respect with the conduct of business of the Borrower and its Subsidiaries; (b) non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales exclusive licenses and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one sublicenses of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories): (i) Sales of inventory intellectual property rights in the ordinary course of their businessesbusiness not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Borrower and its Subsidiaries; (iic) Sales leases, subleases, licenses or dispositions sublicenses of damaged, worn, obsolete, real or other unneeded assets personal property granted by the Borrower or any of its Subsidiaries to others in the ordinary course of their businesses for business not less than Fair Market Valuedetracting from the value of such real or personal property or interfering in any material respect with the business of the Borrower or any of its Subsidiaries (including, without limitation, any of the foregoing occurring on any Material Real Property, which, at the request of the Administrative Agent, shall be subject to a subordination, non-disturbance and attornment agreement in form and substance reasonably satisfactory to the Administrative Agent); (iiid) Sales or other dispositions of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions of the entities listed on Schedule 5.02(c)(v); provided, however, that Asset Dispositions in connection with any sale or other disposition of substantially all of the Equity Securities and/or substantially all of the assets of Atlanta AG, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition Insurance and no later than the date of any such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii)Condemnation Events; and (viie) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied Asset Dispositions not otherwise permitted pursuant to the prepayment of the Loans or otherwise as set forth in Section 2.06(c)this Section; provided that (i) at the time of such Asset Disposition, no Default or Event of Default shall have occurred and be continuing exist or would result from such sale or other dispositionAsset Disposition, (ii) such Asset Disposition is made for fair market value and the Borrower consideration received shall be no less than seventy-five percent (75%) in Pro Forma Compliance with cash or Cash Equivalents, and (iii) the aggregate fair market value of all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date property disposed of the Permitted Asset Disposition pursuant to in reliance on this clause (vii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (Ae) states that no Default has occurred or is continuing and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that in the aggregate are equal to or less than exceed $5,000,000 for such fiscal yearin any Fiscal Year.

Asset Dispositions. None of the Borrower Entities shallwill not, directly or indirectlynor will Borrower permit any other Credit Party to, sell, lease, conveytransfer, transfer abandon or otherwise dispose (including via any sale and leaseback transaction) of any of its non-cash assets or propertyasset (including, whether now owned or hereafter acquiredin each case, except for Permitted Sales and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one as a result of the following categories designation of any Restricted Subsidiary as an Unrestricted Subsidiary in accordance with Section 9.18) other than (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, a) the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories): (i) Sales of inventory sale in the ordinary course of their businesses; business of Hydrocarbons produced from any Credit Party’s Mineral Interests, (b) the sale, lease, transfer, abandonment or other disposition of machinery, equipment and other personal property and fixtures which are (i) made in connection with a release, surrender or abandonment of a well, or (ii) Sales or dispositions (A) obsolete for their intended purpose and disposed of damaged, worn, obsolete, or other unneeded assets in the ordinary course of their businesses business, or (B) replaced by articles of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted Encumbrances, (c) the sale of equity interest in Medallion (for not less than Fair Market Value; (iii) Sales the sake of clarity, until such time, if any, as Medallion shall become a Subsidiary, the sale of any or other dispositions of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions of the entities listed on Schedule 5.02(c)(v); provided, however, that in connection with any sale or other disposition of substantially all of the Equity Securities and/or substantially all of the assets of Atlanta AGMedallion is not restricted by this Agreement), the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and (d) Asset Dispositions at no later less than the date of any such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed fair market value (as reasonably determined by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied to the prepayment of the Loans or otherwise as set forth in Section 2.06(cBorrower); provided that that, (A) no Default shall have occurred and be continuing or result from such sale or other disposition, the Borrower Asset Disposition shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date of the Permitted Asset Disposition permitted pursuant to this clause (vii)d) unless all mandatory prepayments required by Section 2.6 in connection with such Asset Disposition are made concurrently with the closing thereof, the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing and (B) sets forth Borrower or other applicable Credit Party shall within 30 days following the calculation closing of Pro Forma Compliance each Asset Disposition novate, unwind or terminate Oil and Gas Hedge Transactions as needed to comply with all Financial Covenants set forth in Section 5.03 after giving effect to 9.10 and , (e) the Permitted Legacy Asset Disposition; provided that, each of the Legacy Asset Disposition Conditions have been satisfied, (f) the sale, lease, transfer, use of other disposition of any Renewable Product (as defined in the Renewable Product Purchase Agreement) and provided(g) dispositions constituting Permitted Investments described in clause (g) of the definition thereof. In no event will Borrower issue, furthersell, that the Borrower’s requirement transfer or dispose of, or permit any other Credit Party to advise the Administrative Agent as provided above shall not apply issue, sell, transfer or dispose of, any capital stock or other equity interest in any Subsidiary of such Credit Party (other than an Unrestricted Subsidiary of an Unrestricted Subsidiary), nor will Borrower permit any other Credit Party to issue or sell any capital stock in such Credit Party or other equity interest or any option, warrant or other right to acquire such capital stock or equity interest or security convertible into such capital stock or equity interest to any Relevant Sales that in Person other than the aggregate are equal to or less than $5,000,000 for Person which is the direct parent of such fiscal yearissuer on the Closing Date.

Asset Dispositions. None The Company shall not make, and shall not permit any Restricted Subsidiary to make, any Asset Disposition unless: (i) the Company (or such Restricted Subsidiary, as the case may be) receives consideration at the time of such disposition at least equal to the fair market value of the Borrower Entities shallshares or the assets disposed of, directly as determined in good faith by the Board of Directors for any transaction (or indirectlyseries of transactions) involving in excess of $10 million and not involving the sale of equipment or other assets specifically contemplated by the Company's capital expenditure budget previously approved by the Board of Directors; (ii) at least 75% of the consideration received by the Company (or such Restricted Subsidiary) consists of (u) cash or readily marketable cash equivalents, sell(v) the assumption of Debt or other liabilities reflected on the consolidated balance sheet of the Company and its Restricted Subsidiaries in accordance with generally accepted accounting principles (excluding Debt or any other liabilities subordinate in right of payment to the Seven-Year Notes) and release from all liability on such Debt or other liabilities assumed, lease(w) assets used in, conveyor stock 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, transfer the business of the Company or otherwise dispose (including via any sale and leaseback transaction) of any of its non-Restricted Subsidiaries as such business is conducted immediately prior to such Asset Disposition, (x) 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 assets or property, whether now owned or hereafter acquired, except for Permitted Sales Cash Equivalents (to the extent of cash and the following (“Permitted Asset Dispositions”Cash Equivalents received), which Permitted Asset Dispositions may fall within (y) any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories): (i) Sales of inventory in the ordinary course of their businesses; (ii) Sales or dispositions of damaged, worn, obsolete, or other unneeded assets in the ordinary course of their businesses for not less than Fair Market Value; (iii) Sales or other dispositions of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions of the entities listed on Schedule 5.02(c)(v); provided, however, that in connection with any sale or other disposition of substantially all of the Equity Securities and/or substantially all of the assets of Atlanta AG, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied to the prepayment of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date of the Permitted Asset Disposition Designated Noncash Consideration received pursuant to this clause (viiy) that is at the time outstanding, not to exceed 15% of Consolidated Total Assets at the time of the receipt of such 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 (z) any combination thereof; and (iii) 100% of the Borrower shall deliver to Net Available Proceeds from such Asset Disposition (including from the Administrative Agent sale of any marketable cash 3 4 equivalents received therein) are applied by the Company or a Compliance Certificate which Restricted Subsidiary (A) states that no Default has occurred first, within one year from the later of the date of such Asset Disposition or is continuing and the receipt of such Net Available Proceeds, to Debt of the Company or its Restricted Subsidiaries then outstanding under the Bank Agreement which would require such application or which would prohibit payments pursuant to Clause (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect following; (B) second, to the Permitted Asset Dispositionextent Net Available Proceeds are not required to be applied as specified in Clause (A), to purchases on a pro rata basis of Outstanding Senior Notes of each issue pursuant to an Offer to Purchase (to the extent such an offer is not prohibited by the terms of the Bank Agreement then in effect) at a purchase price equal to 100% of their principal amount plus accrued interest to the date of purchase (subject to the 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 provided(C) third, furtherto 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 the Indenture and provided further that the Borrower’s requirement 75% limitation referred to advise the Administrative Agent as provided in clause (ii) above shall will not apply to any Relevant Sales that Asset Disposition if the consideration received therefrom, as determined in good faith by the aggregate are Company's Board of Directors, is equal to or greater than what the after-tax proceeds would have been had the Asset Disposition complied with the aforementioned 75% limitation. Notwithstanding the foregoing, the Company shall not be required to comply with the provisions described in Clause (iii) of the preceding paragraph (i) if the Net Available Proceeds less than any amounts ("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 Senior Notes of any series with the Net Available Proceeds pursuant to any of the provisions of paragraph 5(b) of the Senior Notes. Notwithstanding the foregoing, 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. The Company shall mail the Offer Document for an Offer to Purchase required pursuant to this subsection 13(a) 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 13(a) or the receipt of the Net Available Proceeds from such Asset Disposition. The aggregate principal amount of the Seven-Year 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 13(a) (rounded down to the next lowest integral multiple of $5,000,000 for 1,000). Each Holder shall be entitled to tender all or any portion of the Seven-Year Notes owned by such fiscal yearHolder pursuant to the Offer to Purchase, subject to the requirement that any portion of a Seven-Year Note tendered must be tendered in an integral multiple of $1,000 principal amount.

Asset Dispositions. None The Borrower will not, and will not permit any of the Borrower Entities shall, directly or indirectlySubsidiaries to, sell, leasetransfer, conveylicense, transfer lease or otherwise dispose (including via any sale and leaseback transaction) of any of its non-cash assets or propertyasset, whether now including any Equity Interest owned or hereafter acquiredby it, except for Permitted Sales and nor will the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within Borrower permit any one of the following categories Subsidiaries to issue any additional Equity Interest in such Subsidiary, except: (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category a) sales of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories): (i) Sales inventory and (ii) used, surplus, obsolete or worn-out assets (including leases of inventory surplus assets) and Permitted Investments in the ordinary course of their businessesbusiness; (iib) Sales sales, transfers and dispositions to the Borrower or a Subsidiary; provided that any such sales, transfers or dispositions to a Subsidiary that is not a Loan Party shall be made in compliance with Section 6.03 and 6.09; (c) Ordinary Licensing Transactions; (d) sales transfers and dispositions deemed to occur as a result of damaged, worn, obsolete, the creation of Liens permitted by Section 6.02; (e) the sale or issuance of the Equity Interests in any Subsidiary to the Borrower or any other Subsidiary; provided that no such sale or issuance shall be made of the Equity Interests in (x) any Loan Party to a Subsidiary that is not a Loan Party or (y) any wholly-owned Subsidiary to a Subsidiary that is not wholly owned; (f) transfers resulting from any casualty or condemnation of property or assets; (g) consignment arrangements or similar arrangements for the sale or other unneeded assets transfer of goods or software in the ordinary course of their businesses for not less than Fair Market Valuebusiness; (iiih) Sales the sale or discount of overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof; (i) the lapse of registered patents, trademarks and other Intellectual Property of the Borrower and any of its Subsidiaries to the extent the foregoing are no longer useful; (j) sales, transfers and other dispositions of Investments permitted real property, Intellectual Property or other assets acquired by Section 5.02(e)(ii) for not less than Fair Market Value; provided the Borrower or any Subsidiary pursuant to a Permitted Acquisition that no Default the Borrower shall have occurred notified the Agent in writing at the time of, or prior to the date that is 60 days after, such Permitted Acquisition are intended to be sold, transferred or otherwise disposed of and be continuingthat are sold, transferred or otherwise disposed of during the period of one year following such Permitted Acquisition; (ivk) [Intentionally Omitted]; (v) Sales the termination, surrender or other dispositions sublease of the entities listed on Schedule 5.02(c)(v); provided, however, that in connection with any sale or other disposition of substantially all of the Equity Securities and/or substantially all of the assets of Atlanta AG, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer real estate lease of the Borrower which sets forth the calculation or any of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii)its Subsidiaries; and (viil) Sales or sales, transfers and other dispositions for Fair Market Value, of assets (other than fewer than all the Net Cash Proceeds Equity Interests in a Subsidiary owned directly or indirectly by the Borrower) that are not permitted by any other clause of which are applied to the prepayment of the Loans or otherwise as set forth in Section 2.06(c)this Section; provided that no Default shall have occurred and be continuing the aggregate fair market value of all assets sold, transferred or result from such sale or other disposition, the Borrower shall be otherwise disposed of in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date of the Permitted Asset Disposition pursuant to reliance upon this clause (vii), the Borrower l) shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing and (B) sets forth the calculation not exceed $20,000,000 during any fiscal year of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement ; provided that all sales, transfers, licenses, leases and other dispositions permitted hereby (other than those permitted by clause (b) above and not referred to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that in the aggregate are equal to or less than $5,000,000 proviso in such clause (b)) shall be made for such fiscal yearfair value.

Asset Dispositions. None The Borrower will not make or permit or consent to any Asset Disposition; provided that (i) the 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 Asset Disposition equal to the amount required to be paid into the Collection Account pursuant to Section 2.07(b)(v) shall have or upon receipt shall be delivered to the Depositary in accordance with Section 6.06, (ii) the 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 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 the prior written consent of the Borrower Entities shallAgent, directly to be granted or indirectly, sell, lease, convey, transfer or otherwise dispose (including via any sale and leaseback transaction) of any of its non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales and withheld in the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset DispositionsAgent’s sole discretion, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against make or permit or consent to any other categories): Asset Disposition (i) Sales of inventory in the ordinary course of their businesses; (ii) Sales or dispositions of damaged, worn, obsolete, or other unneeded assets in the ordinary course of their businesses for not less than Fair Market Value; (iii) Sales or other dispositions of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions of the entities listed on Schedule 5.02(c)(v); provided, however, that including in connection with any sale a Securitization) if (A) the consideration therefor is cash or other disposition of substantially all of the Equity Securities and/or substantially all of the assets of Atlanta AG, the Borrower Cash Equivalents; (B) no Collateral Deficiency shall be in Pro Forma Compliance with all Financial Covenants exist immediately before or immediately after giving effect to such sale transaction, (C) no Default or disposition and no later than the date Event of any such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied to the prepayment of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing immediately before or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants immediately after giving effect to such Permitted transaction and (D) the Net Cash Proceeds of such Asset Disposition and no later than equal to the date 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 the Permitted an Asset Disposition pursuant to permitted under this clause (vii)Section 7.05, the Borrower Collateral Agent shall (to the extent applicable) deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and providedBorrower, further, that upon the Borrower’s requirement request and at the Borrower’s expense, such documentation as is reasonably necessary to advise evidence the Administrative Agent as provided above shall not apply to any Relevant Sales that release of the Collateral Agent’s security interests, if any, in the aggregate are equal to assets being disposed of, including amendments or less than $5,000,000 for such fiscal yearterminations of Uniform Commercial Code Financing Statements, if any.

Asset Dispositions. None Make any Asset Disposition except: (a) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the Borrower Entities shall, directly or indirectly, sell, lease, convey, transfer or otherwise dispose (including via any sale and leaseback transaction) of any of its Subsidiaries; (b) non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales exclusive licenses and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one sublicenses of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories): (i) Sales of inventory intellectual property rights in the ordinary course of their businessesbusiness not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Borrower and its Subsidiaries; (c) leases, subleases, licenses or sublicenses of real or personal property granted by the Borrower or any of its Subsidiaries to others in the ordinary course of business not detracting from the value of such real or personal property or interfering in any material respect with the business of the Borrower or any of its Subsidiaries; (d) Asset Dispositions in connection with Insurance and Condemnation Events; provided that the requirements of Section 4.4(b) are complied with in connection therewith; (e) the following Asset Dispositions: (i) sales of inventory to buyers in the ordinary course of business; (ii) Sales the use or dispositions transfer of damagedmoney or Cash Equivalents in a manner that is not prohibited by the terms of the Agreement or the other Loan Documents; (iii) the licensing, wornon a non-exclusive basis, obsoleteof patents, or trademarks, copyrights, and other unneeded assets intellectual property rights in the ordinary course of their businesses for not less than Fair Market Value; (iii) Sales or other dispositions of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuingbusiness; (iv) [Intentionally Omitted]the granting of Permitted Liens; (v) Sales any involuntary loss, damage, or other dispositions destruction of the entities listed on Schedule 5.02(c)(v); provided, however, that in connection with any sale or other disposition of substantially all of the Equity Securities and/or substantially all of the assets of Atlanta AG, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or dispositionproperty; (vi) Sales the leasing or subleasing of assets of the Borrower or its Subsidiaries in the ordinary course of business; (vii) the sale or issuance of Capital Stock (other transfers than Disqualified Capital Stock) of the Borrower; (viii) the lapse of registered patents, trademarks and other intellectual property of the Borrower and assets from De Minimis US its Subsidiaries dissolved to the extent not economically desirable in the conduct of their business and so long as such lapse is not materially adverse to the interests of the Lenders; (ix) the making of a Restricted Payment that is expressly permitted to be made pursuant to the Agreement; (x) the making of an Investment permitted pursuant to Section 5.02(d)(ii)9.3; and (viixi) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied to the prepayment any real property listed on Schedule 9.5 and of the Loans or otherwise as set forth in Section 2.06(c)any equipment situated thereon; provided that (i) at the time of any such disposition, no Default or Event of Default shall have occurred and be continuing exist or would result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to (ii) such Permitted Asset Disposition and no later than the date of the Permitted Asset Disposition pursuant to this clause (vii), the Borrower shall deliver disposition is made on commercially reasonable terms fully disclosed to the Administrative Agent a Compliance Certificate which prior to the consummation of such disposition, and (Aiii) states the consideration received shall be no less than 75% in cash; (f) Assets Dispositions in connection with transactions permitted by Section 9.4; and (g) Asset Dispositions not otherwise permitted pursuant to this Section; provided that (i) at the time of such Asset Disposition, no Default has occurred or Event of Default shall exist or would result from such Asset Disposition, (ii) such Asset Disposition is continuing made for fair market value and the consideration received shall be no less than 75% in cash or in like-kind property received in connection with an exchange under Section 1031 of the Code, and (Biii) sets forth the calculation aggregate fair market value of Pro Forma Compliance with all Financial Covenants set forth property disposed of in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above reliance on this clause (g) shall not apply to any Relevant Sales that in exceed $2,500,000 during the aggregate are equal to or less than $5,000,000 for such fiscal yearterm of this Agreement.

Asset Dispositions. None Make any Asset Disposition except: (a) the sale of obsolete, worn-out or surplus assets no longer used or usable in the Borrower Entities shall, directly business of Holdings or indirectly, sell, lease, convey, transfer or otherwise dispose (including via any sale and leaseback transaction) of any of its Subsidiaries; (b) non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales exclusive licenses and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one sublicenses of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories): (i) Sales of inventory intellectual property rights in the ordinary course of their businessesbusiness not interfering, individually or in the aggregate, in any material respect with the conduct of the business of Holdings and its Subsidiaries; (iic) Sales leases, subleases, licenses or dispositions sublicenses of damaged, worn, obsolete, real or other unneeded assets personal property granted by Holdings or any of its Subsidiaries to others in the ordinary course of their businesses for business not less than Fair Market Valuedetracting from the value of such real or personal property or interfering in any material respect with the business of Holdings or any of its Subsidiaries; (iiid) Sales or other dispositions Asset Dispositions in connection with Insurance and Condemnation Events; provided that the requirements of Investments Section 2.4(b) are complied with in connection therewith; (e) Assets Dispositions in connection with transactions permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions of the entities listed on Schedule 5.02(c)(v); provided, however, that in connection with any sale or other disposition of substantially all of the Equity Securities and/or substantially all of the assets of Atlanta AG, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii)7.4; and (viif) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied Asset Dispositions not otherwise permitted pursuant to the prepayment of the Loans or otherwise as set forth in this Section 2.06(c)7.5; provided that (i) at the time of such Asset Disposition, no Default or Event of Default shall have occurred and be continuing exist or would result from such sale or other dispositionAsset Disposition, (ii) such Asset Disposition is made for fair market value and the Borrower consideration received shall be no less than seventy-five percent (75%) in Pro Forma Compliance cash; provided that the amount of: (x) any liabilities (as shown on Holdings’ or the applicable Subsidiary’s most recent balance sheet) of Holdings or any Subsidiary thereof (other than contingent liabilities and liabilities that are by their terms subordinated to the Obligations or Indebtedness of Holdings or such Subsidiary that is unsecured or secured by a Lien junior in priority to the Liens securing the Obligations) that are assumed by the transferee of any such assets and with all Financial Covenants after giving effect respect to which Holdings or such Permitted Asset Disposition Subsidiary is unconditionally released from further liability and no later than (y) any securities received by Holdings or the date applicable Subsidiary from such transferee that are converted within sixty (60) days by Holdings or such Subsidiary into cash or Cash Equivalents (to the extent of the Permitted Asset Disposition pursuant cash or Cash Equivalents received in that conversion) will be deemed to be cash for purposes of this clause (viiii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing and (Biii) sets forth the calculation aggregate fair market value of Pro Forma Compliance with all Financial Covenants set forth property disposed of after the Closing Date in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above reliance on this clause (f) shall not apply to any Relevant Sales that in the aggregate are equal to or less than exceed $5,000,000 for such fiscal year15,000,000.

Asset Dispositions. None of the Borrower Entities shallNo Co-Issuer will, directly or indirectlywill permit any other Securitization Entity to, sell, transfer, lease, conveylicense, transfer liquidate or otherwise dispose (including via any sale and leaseback transaction) of any of its non-cash assets property (whether by means of a single transaction or propertya series of related transactions), whether now owned or hereafter acquiredincluding any Equity Interests of any other Securitization Entity, except for Permitted Sales and in the case of the following (each, a “Permitted Asset DispositionsDisposition”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories): (ia) Sales any Refranchising Asset Dispositions; provided that all Asset Disposition Proceeds arising from any Refranchising Asset Disposition, unless the Control Party consents in writing to some other application of inventory in such proceeds (or any portion thereof) by the ordinary course of their businessesMaster Issuer or any other Securitization Entity, shall be deposited into a Concentration Account or the Collection Account; (iib) Sales any Asset Resale Disposition; provided that all Asset Disposition Proceeds arising from any Asset Resale Disposition, unless the Control Party consents in writing to some other application of such proceeds (or dispositions of damagedany portion thereof) by the Master Issuer or any other Securitization Entity, worn, obsolete, shall be deposited into a Concentration Account or other unneeded assets in the ordinary course of their businesses for not less than Fair Market ValueCollection Account; (iiic) Sales or any other dispositions of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions of the entities listed on Schedule 5.02(c)(v); providedsale, howeverlease, that in connection with any sale license, transfer or other disposition of substantially property to which the Control Party has given the Master Issuer prior written consent; provided that all of Asset Disposition Proceeds arising from such sale, lease, license, transfer or other disposition are deposited in accordance with the Equity Securities and/or substantially all of instructions provided by the assets of Atlanta AGControl Party in the document providing such prior written consent and that if such document does not contain deposit instructions, the Borrower then such Asset Disposition Proceeds shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale deposited into a Concentration Account or disposition and no later than the date of any such sale or dispositionCollection Account; provided further, that the Borrower Master Issuer shall deliver a copy of such prior written consent to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii)Rating Agencies; and (viid) Sales any other sale, lease, license, liquidation, transfer or other disposition of property not directly or indirectly constituting any asset dispositions for Fair Market Value, permitted by clauses (a) through (c) above and so long as such disposition when effected on behalf of any Securitization Entity by the Net Cash Proceeds of which are applied to Master Servicer does not constitute a breach by the prepayment Master Servicer of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date of the Permitted Asset Disposition pursuant to this clause (vii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that in the aggregate are equal to or less than $5,000,000 for such fiscal yearMaster Servicing Agreement.

Asset Dispositions. None of the Borrower Entities shallThe Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, sell, lease, convey, transfer consummate any Asset Disposition unless (i) the Company or otherwise dispose such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (including via any sale and leaseback transaction) as to the value of any of its all non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales and the following (“Permitted Asset Dispositions”consideration), which Permitted Asset Dispositions may fall within any one as determined in good faith by the Board of Directors of the following categories (whether Company, of the shares and assets subject to such Asset Disposition and at least 85% of the consideration thereof received by the Company or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories): (i) Sales of inventory Restricted Subsidiary is in the ordinary course form of their businesses; cash or cash equivalents and (ii) Sales an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or dispositions of damagedsuch Restricted Subsidiary, worn, obsolete, or other unneeded assets in as the ordinary course of their businesses for not less than Fair Market Value; case may be) either (iii) Sales or other dispositions of Investments permitted by Section 5.02(e)(iix) for not less 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 Fair Market Value; in either case Indebtedness owed to the Company or an Affiliate of the Company), provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]; (v) Sales 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 dispositions Senior Indebtedness, in either case within 180 days from the later of the entities listed on Schedule 5.02(c)(v)date of such Asset Disposition or the receipt of such Net Available Cash; provided, however, that in connection with any sale prepayment, repayment or other disposition purchase of substantially all of the Equity Securities and/or substantially all of the assets of Atlanta AGIndebtedness pursuant to this Section, the Borrower Company or such Restricted Subsidiary shall retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or disposition, the Borrower shall deliver an amount equal to the Administrative Agent a certificate executed by principal amount so prepaid, repaid or purchased, and (iii) at the Chief Accounting Officer or Treasurer time of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied to the prepayment of the Loans or otherwise as set forth in Section 2.06(c); provided that Asset Disposition no Default shall have occurred and be continuing (or would result from such sale or other dispositiontherefrom). Notwithstanding the foregoing provisions of this Section 6.09, the Borrower Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are not applied in accordance with this paragraph exceeds $10 million; provided, however, pending application of Net Available Cash pursuant to this Section 6.09, such Net Available Cash shall be invested in Pro Forma Compliance 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 Company or any Restricted Subsidiary, and the release of the Company and its continuing Restricted Subsidiaries from all liability on such Indebtedness, in connection with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than (y) securities received by the date of Company or any Restricted Subsidiary from the Permitted Asset Disposition pursuant to this clause (vii), transferee that are promptly converted by the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred Company or is continuing and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that in the aggregate are equal to or less than $5,000,000 for such fiscal yearRestricted Subsidiary into cash.

Asset Dispositions. None of On each date after the Borrower Entities shall, directly Closing Date on which Industries or indirectly, sell, lease, convey, transfer or otherwise dispose (including via any sale and leaseback transaction) of any of its non-cash assets Subsidiaries receives any Net Available Proceeds upon any Asset Disposition which (a) on a cumulative basis with all other Asset Dispositions made during the period beginning on the Closing Date and ending on the Facility Termination Date, exceed a Substantial Cumulative Portion (determined as of the date of each Asset Disposition) or property(b) on a cumulative basis with all other Asset Dispositions made during the current Fiscal Year, whether now owned exceed a Substantial Annual Portion (determined as of the date of each Asset Disposition) (other than an Asset Disposition by Industries or hereafter acquiredby Group which is permitted under Section 6.12 but subject, except for Permitted Sales in the case of the Transportation Sale, to the last proviso at the end of this Section 2.9.1), Group shall prepay or shall cause the other Borrowers to prepay the outstanding Bridge Obligations, the Obligations and Senior Debt in an aggregate amount equal to 100% of the amount of such Net Available Proceeds as follows: first to prepayment of the Bridge Obligations until all such Bridge Obligations have been paid in full and second, to prepayment of the Obligations in accordance with the terms of Section 2.9.5 and to any Senior Debt that remains outstanding (but only to the extent any such Senior Debt requires a prepayment thereof out of Net Available Proceeds) on a ratable basis determined according to the principal amount of the Loans and the following Facility Letter of Credit Obligations and the principal amount of such Senior Debt (“Permitted Asset Dispositions”and premium, if any), which Permitted Asset Dispositions may fall within any one in each case outstanding as of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories): (i) Sales of inventory in the ordinary course of their businesses; (ii) Sales or dispositions of damaged, worn, obsolete, or other unneeded assets in the ordinary course of their businesses for not less than Fair Market Value; (iii) Sales or other dispositions of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Valuedate; provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions of the entities listed on Schedule 5.02(c)(v); provided, however, that in connection with any sale or other disposition of substantially all of the Equity Securities and/or substantially all of the assets of Atlanta AG, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market Value, the Net Cash Available Proceeds of which are not applied to the prepayment of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from such sale or other disposition, the Borrower Senior Debt shall be in Pro Forma Compliance with all Financial Covenants after giving effect applied to such Permitted Asset Disposition and no later than the date prepayment of the Permitted Asset Disposition pursuant to this clause (vii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing and (B) sets forth the calculation of Pro Forma Compliance Obligations in accordance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition2.9.5; and provided, further, that to the Borrower’s requirement extent an amount equal to advise any Net Available Proceeds are applied by Industries or such Subsidiary of Industries within the Administrative Agent as provided above period from 90 days prior to such Asset Disposition to 180 days after such disposition, to acquire assets of a like kind or nature to those assets disposed of in such Asset Disposition which assets will be used in the business of Industries or any of its Subsidiaries, such Net Available Proceeds shall not apply be subject to any Relevant Sales the prepayment provisions of this Section 2.9.1; and provided, further, that in if the aggregate are equal Transportation Sale is consummated on or prior to the Closing Date or less than $5,000,000 for such fiscal year.within forty-five (45) days after the Closing Date, then the sale of the Property pursuant to the Transportation Sale shall not be deemed to be an Asset Disposition pursuant to the terms of this Section 2.9.1 and if the Transportation Sale is not consummated within forty-five (45) days after the Closing Date, then the disposition of the Property pursuant to the Transportation Sale shall

Asset Dispositions. None The Borrower will not permit any Consolidated Party to make any Asset Disposition unless (a) such Asset Disposition constitutes an exchange of the Borrower Entities shall, directly or indirectly, sell, lease, convey, transfer or otherwise dispose (including via any sale and leaseback transaction) of any of its non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories): (i) Sales of inventory Property in the ordinary course of their businesses; (ii) Sales such Consolidated Party's business or dispositions of damaged, worn, obsolete, the consideration paid in connection therewith is in cash or other unneeded assets Cash Equivalents and in the ordinary course of their businesses for an amount not less than Fair Market Value; (iii) Sales or other dispositions of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions the fair market value of the entities listed on Schedule 5.02(c)(v); providedProperty disposed of, however(b) if such transaction is a Sale and Leaseback Transaction, that in connection with any such transaction is not prohibited by the terms of Section 7.13, (c) such transaction does not involve the sale or other disposition of substantially all a minority equity interest in any Consolidated Party, (d) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other Property concurrently being disposed of in a transaction otherwise permitted under this Section 7.5, (e) the Equity Securities and/or substantially aggregate proceeds received in cash or Cash Equivalents by the Consolidated Parties from all of the assets sold or otherwise disposed of Atlanta AGby the Consolidated Parties in any fiscal year shall not exceed $75,000,000, (f) if such Asset Disposition is for consideration (cash and non-cash) in excess of $10,000,000, no later than five (5) Business Days prior to such Asset Disposition, the Borrower shall be in have delivered to the Agent (i) a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, the Borrower would be in compliance with all Financial Covenants the financial covenants set forth in Section 6.10(a)-(c) and (ii) notification from the Borrower in form and substance satisfactory to the Agent and specifying the anticipated date of such Asset Disposition, briefly describing the assets to be sold or otherwise disposed of and setting forth the net book value of such assets, the aggregate consideration and the Net Cash Proceeds to be received for such assets in connection with such Asset Disposition, (g) the Borrower shall, to the extent required under this Credit Agreement, apply (or cause to be applied) an amount equal to the Net Cash Proceeds of such Asset Disposition to, as applicable, (i) prepay or retire debt in accordance with clause (c) of the definition of Net Cash Proceeds, (ii) make Eligible Reinvestments or (iii) prepay the Loans (and cash collateralize LOC Obligations) in accordance with the terms of Section 3.3(b)(ii)(A), (h) such Asset Disposition is permitted under the Senior Subordinated Note Indenture and (i) no Default or Event of Default shall exist before or after giving effect to such sale or disposition and no later than the date Asset Disposition. Pending final application of any such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied any Asset Disposition, the Consolidated Parties may apply such Net Cash Proceeds to temporarily reduce the prepayment of the Revolving Loans or otherwise as set forth to make Investments in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date of the Permitted Asset Disposition pursuant to this clause (vii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that in the aggregate are equal to or less than $5,000,000 for such fiscal yearCash Equivalents.

Asset Dispositions. None Make any Asset Disposition except: (a) the sale of obsolete, worn‑out or surplus assets no longer used or usable in the business of either Borrower Entities shall, directly or indirectly, sell, lease, convey, transfer or otherwise dispose (including via any sale and leaseback transaction) of any of its non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories):Subsidiaries; (ib) Sales non‑exclusive licenses and sublicenses of inventory intellectual property rights in the ordinary course of business not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Borrowers and their businessesSubsidiaries; (iic) Sales leases, subleases, licenses or dispositions sublicenses of damaged, worn, obsolete, real or other unneeded assets personal property granted by either Borrower or any of its Subsidiaries to others in the ordinary course of business not detracting from the value of such real or personal property or interfering in any material respect with the business of the Borrowers or any of their businesses for not less than Fair Market ValueSubsidiaries; (iiid) Sales or other dispositions Asset Dispositions in connection with Events of Investments Loss; provided that the requirements of Section 2.8(b) are complied with in connection therewith; (e) Assets Dispositions in connection with transactions permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions of the entities listed on Schedule 5.02(c)(v); provided, however, that in connection with any sale or other disposition of substantially all of the Equity Securities and/or substantially all of the assets of Atlanta AG, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii)7.4; and (viif) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied Asset Dispositions not otherwise permitted pursuant to the prepayment of the Loans or otherwise as set forth in this Section 2.06(c)7.5; provided that (i) at the time of such Asset Disposition, no Default or Event of Default shall have occurred and be continuing exist or would result from such sale or other dispositionAsset Disposition, (ii) such Asset Disposition is made for fair market value and the Borrower consideration received shall be no less than seventy‑five percent (75%) in Pro Forma Compliance cash; provided that the amount of: (x) any liabilities (as shown on the applicable Borrower’s or the applicable Subsidiary’s most recent balance sheet) of either Borrower or any Subsidiary thereof (other than contingent liabilities and liabilities that are by their terms subordinated to the Secured Obligations or Indebtedness of such Borrower or such Subsidiary that is unsecured or secured by a Lien junior in priority to the Liens securing the Secured Obligations (including the Indebtedness under the Second Lien Loan Agreement)) that are assumed by the transferee of any such assets and with all Financial Covenants after giving effect respect to which such Permitted Asset Disposition Borrower or such Subsidiary is unconditionally released from further liability and no later than (y) any securities received by such Borrower or the date applicable Subsidiary from such transferee that are converted within sixty (60) days by such Borrower or such Subsidiary into cash or Cash Equivalents (to the extent of the Permitted Asset Disposition pursuant cash or Cash Equivalents received in that conversion) will be deemed to be cash for purposes of this clause (viiii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing and (Biii) sets forth the calculation aggregate fair market value of Pro Forma Compliance with all Financial Covenants set forth property disposed of after the Closing Date in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above reliance on this clause (f) shall not apply to any Relevant Sales that in the aggregate are equal to or less than exceed $5,000,000 for such fiscal year5,000,000.

Asset Dispositions. None of the Borrower Entities shallNo Co-Issuer will, directly or indirectlywill permit any other Securitization Entity to, sell, transfer, lease, conveylicense, transfer liquidate or otherwise dispose (including via any sale and leaseback transaction) of any of its non-cash assets property (whether by means of a single transaction or propertya series of related transactions), whether now owned or hereafter acquiredincluding any Equity Interests of any other Securitization Entity, except for Permitted Sales and in the case of the following (each, a “Permitted Asset DispositionsDisposition”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories): (a) (i) Sales any disposition of obsolete, surplus, damaged or worn out property, and (ii) any abandonment, cancellation, or lapse of Securitization IP registrations or applications that are no longer commercially reasonable to maintain; (b) any disposition of (i) Eligible Investments and (ii) inventory in the ordinary course of their businessesbusiness; (c) any disposition of equipment or real property to the extent that (x) such property is exchanged for credit against the purchase price or other payment obligations in respect of similar replacement property or other Eligible Assets (including, without limitation, credit against rental obligations under a real estate lease) or (y) the proceeds thereof are applied to the purchase price of such replacement property or other Eligible Assets in accordance with this Base Indenture; (d) (i) any licenses of Securitization IP under the DineEquity IP Licenses, the Franchisor IP Licenses and the Company Restaurant Licenses and to the Manager in connection with the performance of its Services under the Management Agreement and (ii) Sales or dispositions other non-exclusive licenses of damaged, worn, obsolete, or other unneeded assets Securitization IP (x) granted in the ordinary course of their businesses for business, (y) that when effected on behalf of any Securitization Entity by the Manager would not less than Fair Market Valueconstitute a breach by the Manager of the Management Agreement and (z) that would not reasonably be expected to materially and adversely impact the Securitization IP; (iiie) Sales any dispositions pursuant to the sale or other dispositions sale-leaseback of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuingContributed Owned Real Property or New Owned Real Property; (ivf) [Intentionally Omitted]any dispositions of equipment leased to Franchisees; (vg) Sales or other any dispositions of property of a Securitization Entity to any other Securitization Entity not otherwise prohibited under the entities listed on Schedule 5.02(c)(v); providedRelated Documents; (h) any leases or subleases of Real Estate Assets to Franchisees or (in the case of the location of a Company Restaurant) a Non-Securitization Entity and assignments and terminations of leases and subleases that do not materially interfere with the business of the Securitization Parties; (i) any dispositions of property relating to repurchases of Contributed Assets in exchange for the payment of Indemnification Amounts; (j) Investments permitted under Section 8.21, howeverLiens permitted under Section 8.12 and distributions permitted under Section 8.18; (k) transfers of properties subject to condemnation or casualty events; (l) any disposition of Franchisee Notes, that Equipment Leases or accounts receivable in connection with the collection or compromise thereof; (m) any sale termination, non-renewal, expiration, amendment or other modification of any Collateral Franchise Business Document or Franchise Restaurant Lease that when effected on behalf of any Securitization Entity by the Manager would not constitute a breach by the Manager of the Management Agreement; (n) any other sale, lease, license, transfer or other disposition of substantially all of property to which the Equity Securities and/or substantially all of Control Party has given the assets of Atlanta AG, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii)relevant Securitization Entity prior written consent; and (viio) Sales any other sale, lease, license, liquidation, transfer or other disposition of property not directly or indirectly constituting any asset dispositions for Fair Market Value, permitted by clauses (a) through (o) above and so long as such disposition when effected on behalf of any Securitization Entity by the Net Cash Proceeds Manager does not constitute a breach by the Manager of which are applied the Management Agreement and does not exceed an aggregate amount of $1,000,000 per annum; it being understood that any delivery to the prepayment Trustee of any Note, at any time and in any amount, by any Co-Issuer or Securitization Entity, together with any cancellation thereof pursuant to Section 2.14, shall be deemed to be a Permitted Asset Disposition. All amounts received by any Securitization Entity upon a Permitted Asset Disposition pursuant to clause (a), (b), (c), (d), (f), (g), (h), (i), (j), (k), (l), (m) or (o) above shall be treated as Collections with respect to the Quarterly Collection Period in which such amounts are received and shall be deposited into the Collection Account. Amounts of up to $5,000,000 in the aggregate during any fiscal year received by the Securitization Entities upon Permitted Asset Dispositions pursuant to clause (e) above shall be treated as Collections with respect to the Quarterly Collection Period in which such amounts are received and shall be deposited into the Collection Account. All Asset Disposition Proceeds shall be deposited to the Asset Disposition Proceeds Account or, to the extent the applicable Securitization Entity elects not to reinvest such Asset Disposition Proceeds in Eligible Assets, shall be deposited to the Collection Account promptly following receipt thereof and applied in accordance with priority (i) of the Loans Priority of Payments. Upon any sale, transfer, lease, license, liquidation or otherwise other disposition of any property by any Securitization Entity permitted by this Section 8.16, all Liens with respect to such property created in favor of the Trustee for the benefit of the Secured Parties under this Base Indenture and the other Related Documents shall be automatically released, and the Trustee, upon written request of the Co-Issuers, at the direction of the Servicer, shall provide evidence of such release as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date of the Permitted Asset Disposition pursuant to this clause (vii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that in the aggregate are equal to or less than $5,000,000 for such fiscal year14.17.

Asset Dispositions. None The Credit Parties will not permit the Parent or any Consolidated Party to make any Asset Disposition other than an Excluded Asset Disposition unless (a) at least 80% of the Borrower Entities shall, directly or indirectly, sell, lease, convey, transfer or otherwise dispose (including via any sale and leaseback transaction) of any of its non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories): (i) Sales of inventory in the ordinary course of their businesses; (ii) Sales or dispositions of damaged, worn, obsolete, or other unneeded assets in the ordinary course of their businesses for not less than Fair Market Value; (iii) Sales or other dispositions of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions of the entities listed on Schedule 5.02(c)(v); provided, however, that consideration paid in connection with any therewith shall consist of cash or Cash Equivalents, (b) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited by the terms of Section 8.13, (c) such transaction does not involve the sale or other disposition of substantially all a minority equity interest in any Consolidated Party, (d) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other Property concurrently being disposed of in a transaction otherwise permitted under this Section 8.5, (e) the Equity Securities and/or substantially aggregate net book value of all of the assets sold or otherwise disposed of Atlanta AGby the Parent and the Consolidated Parties in all such transactions after the Closing Date shall not exceed $5,000,000, (f) if the Borrower shall be aggregate net book value of the assets being sold or otherwise disposed of by the Parent and the Consolidated Parties in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or dispositiontransaction exceeds $250,000, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting of an Executive Officer or Treasurer of the Borrower which sets specifying the anticipated date of such Asset Disposition, briefly describing the assets to be sold or otherwise disposed of and setting forth the calculation net book value of Pro Forma Compliance such assets, the aggregate consideration and the Net Cash Proceeds to be received for such assets in connection with all Financial Covenants set forth in Section 5.03 after giving effect such Asset Disposition and (g) the Credit Parties shall, within the period of 360 days following the consummation of such Asset Disposition (with respect to any such sale Asset Disposition, the “Application Period”), apply (or disposition; (vicause to be applied) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant an amount equal to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied such Asset Disposition to (i) make Eligible Reinvestments or (ii) prepay the prepayment Loans (and cash collateralize LOC Obligations) in accordance with the terms of Section 3.3(b)(iii)(A). Pending final application of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Net Cash Proceeds of any Asset Disposition and no later than in accordance with the date terms of the Permitted Asset Disposition pursuant to this clause (viiSection 3.3(b)(iii)(A), the Borrower Parent and the Consolidated Parties may apply such Net Cash Proceeds to temporarily reduce the Revolving Loans or to make Investments in Cash Equivalents. Upon a sale of assets or the sale of Capital Stock of a Consolidated Party permitted by this Section 8.5, the Agent shall (to the extent applicable) deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred Credit Parties, upon the Credit Parties’ request and at the Credit Parties’ expense, such documentation as is reasonably necessary to evidence the release of the Agent’s security interest, if any, in such assets or is continuing Capital Stock, including, without limitation, amendments or terminations of UCC financing statements, if any, the return of stock certificates, if any, and (B) sets forth the calculation release of Pro Forma Compliance with such Consolidated Party from all Financial Covenants set forth in Section 5.03 after giving effect to of its obligations, if any, under the Permitted Asset Disposition; and provided, further, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that in the aggregate are equal to or less than $5,000,000 for such fiscal yearCredit Documents.