Common use of Disposition of Assets Clause in Contracts

Disposition of Assets. Each Borrower agrees that it shall not permit any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: (a) Dispositions of Motor Vehicles and other Inventory in the ordinary course of business; (b) Dispositions of assets, properties or businesses by the Company or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of business; (c) Dispositions of Equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3; and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligations.

Disposition of Assets. Each The Borrower agrees that it shall not will not, nor will the Borrower permit any Disposition (whether in one of its Subsidiaries to, become a party to or a series agree to or effect any disposition of transactions) of any property or assets (including Accountsassets, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: other than (a) Dispositions the disposition of Motor Vehicles and other Inventory assets in the ordinary course of business; , consistent with past practices or the transfer of assets from any Subsidiary to the Borrower; (b) Dispositions the contribution by the Borrower of assets to any joint venture to the extent such an Investment is permitted pursuant to (S)10.3(m); (c) to the extent such a transaction would be considered a disposition of assets, properties or businesses the execution and delivery by the Company Borrower or any of its Subsidiaries to of any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying ground lease on any Real Estate with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on Person in an arms-length basis transaction for fair market and reasonable value; (d) the sale or other disposition by the Borrower or any of its Subsidiaries of any Undeveloped Land to any Person other than a Subsidiary in an arms-length transaction for fair and reasonable value; (e) other dispositions of assets other than Asset Swaps to any third parties which are not Affiliates in an arms-length transaction for fair and reasonable value; (f) Asset Swaps to any unaffiliated third parties in an arms-length transaction for fair and reasonable value for cash in an aggregate amount not to exceed $20,000,000 during the term of this Credit Agreement, provided that (i) the acquisition by the -------- Borrower or such Subsidiary of the asset to be acquired pursuant to any Asset Swap is permitted pursuant to (S)10.5.1 hereof, (ii) the Borrower or such Subsidiary has complied with all the covenants and only requirements contained herein as if such acquisition was a Permitted Acquisition; (iii) such Asset Swap is also considered an "Asset Swap" pursuant to the Senior Notes Indenture; and (iv) the Leverage Ratio as at the most recent fiscal quarter end is less than 4.50:1; and (g) dispositions in connection with fuel price swaps in the ordinary course of business; ; provided, that, prior -------- to making any dispositions set forth in this (cS)10.5.2, the Borrower shall have delivered to the Agent on the date of any such sale or disposition a certificate signed by an authorized officer of the Borrower and evidence satisfactory to the Agent showing that (i) Dispositions no Default or Event of Equipment Default has occurred and other property is continuing at the time of such sale or disposition and no such Default or Event of Default will exist after giving effect to such sale; (ii) if the net proceeds of any such sale (or a series of related sales) exceeds, in the aggregate, $500,000, at least eighty-five percent (85%) of the purchase price for such assets is received in cash; provided, -------- however, any Asset Swap entered into by the Borrower or any Subsidiary ------- which is obsolete, worn out or no longer used in or useful to such Person’s business, all permitted hereunder and entered into in the ordinary course of business; business shall not be subject to this clause (dii); (iii) Dispositions occurring the Borrower or such Subsidiary, as applicable, has delivered any promissory note or other instrument received by the result Borrower or such Subsidiary in connection with such sale or disposition to the Agent to be held in pledge for the benefit of a casualty event, condemnation itself and the Banks in accordance with the terms of the Loan Documents; and (iv) the net cash proceeds received from any such sales or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value dispositions shall be applied in the ordinary course manner and at the times as are required by (S) 4.4.1. hereof. In addition, in the event the Borrower or any Subsidiary effects the sale of business; (g) Dispositions as permitted in Section 10.3; and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent $3,000,000 pursuant to this (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligations.S)

Disposition of Assets. Each Borrower agrees that it shall not permit any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: (a) Dispositions of Motor Vehicles and other Inventory in the ordinary course of business; (b) Dispositions of assets, properties or businesses by the Company or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of business; (c) Dispositions of Equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.310.3(c); and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligations.

Disposition of Assets. Each Borrower agrees that it shall not permit any Disposition (whether in one or a series of transactions) No Consolidated Entity will Dispose of any property or assets (asset, including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to doCapital Stock, except: (a) Dispositions of Motor Vehicles cash, Permitted Investments and other Inventory current assets, inventory and used or surplus equipment in the ordinary course of business; (b) Dispositions of assets, properties or businesses by the Company or any of its Subsidiaries to any other Subsidiary or to Consolidated Entity; provided that the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes sum of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for the aggregate fair market value for of all assets Disposed of by a Loan Party to any Consolidated Entity that is not a Loan Party (excluding Dispositions consisting of cash and only contributions otherwise permitted by this Agreement) during the term of this Agreement together with all Dispositions permitted under clause (d) of this Section 6.06 shall not exceed 20% of the total tangible assets of the Consolidated Entities as of the last day of the most recently ended fiscal quarter of the Consolidated Entities as determined on a consolidated basis in the ordinary course of businessaccordance with GAAP; (c) Dispositions of Equipment and other property which is obsoleteaccounts receivable and/or related ancillary rights or assets, worn out or no longer used in or useful interests therein to such Person’s business, all in the ordinary course of business;any Receivables Subsidiary pursuant to a Receivables Financing Program; and (d) Dispositions occurring as of assets (including Capital Stock of Subsidiaries) that are not permitted by any other clause of this Section 6.06; provided that the result sum of the aggregate fair market value of all assets Disposed of during the term of this Agreement in reliance upon clause (d) of this Section 6.06, together with all assets Disposed of by a casualty event, condemnation or expropriation; (e) Dispositions Loan Party to any Consolidated Entity that is not a Loan Party pursuant to Qualified Sale/Leaseback Transactions; clause (fb) of this Section 6.06, shall not exceed 20% of the total tangible assets of the Consolidated Entities as of the last day of the most recently ended fiscal quarter of the Consolidated Entities as determined on a consolidated basis in accordance with GAAP; provided that (x) all Dispositions of chattel paper and Cash Equivalents permitted by this Section 6.06 shall be made for fair value as agreed to third parties pursuant to in an arm’s length transactions for fair value in the ordinary course of business; transaction and (gy) Dispositions as permitted in Section 10.3; and (h) Dispositions in any year of other propertysale, assets (including capital stock of its Subsidiaries and Affiliates) transfer or businesses of the Company not otherwise Disposition permitted by clauses (ab) through or (gd) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year 6.06 for consideration in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of $10,000,000 shall be for at least 50% cash consideration and any non-cash consideration received in connection with such year are either reinvested within one (1) year in similar assets sale, transfer or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligationsdisposition shall be permitted under Section 6.04(g).

Disposition of Assets. Each The Borrower agrees that it shall will not, and will not permit any Disposition (whether of its Restricted Subsidiaries to, dispose of all or any part of its interest in one any asset except that the Borrower and its Restricted Subsidiaries may sell or a series otherwise dispose of transactions) of assets to any property Person other than an Affiliate so long as such sales or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: other dispositions are (a) Dispositions approved by the Required Banks; (b) for at least the fair market value of Motor Vehicles such assets and other Inventory the aggregate amount of such asset sales is less than $2,500,000 in any 12-month period and, in any such case, the Borrower or such Restricted Subsidiary complies with the mandatory prepayment provisions and Commitment reduction provisions herein and, in the case of Collateral, so long as the conditions to the release of Collateral described herein and in the applicable Security Documents are met; (c) of inventory in the ordinary course of business;; (d) (bi) Dispositions of assetsequipment that has become worn out, properties obsolete or businesses by damaged or otherwise unsuitable or no longer needed for use in connection with the Company business of the Borrower or any of its Restricted Subsidiaries or should be replaced, as the case may be, in each case as determined in good faith by the board of directors of the Borrower or its Restricted Subsidiary, as the case may be; (ii) for at least the fair value of such equipment, as determined in good faith by the board of directors of the Borrower or its Restricted Subsidiaries; and (iii) the proceeds of the sales of such equipment are used within 120 days of such sales (or such longer period as may be consented to any by the Administrative Agent) to (A) purchase equipment used in substantially similar lines of business or (B) repay Loans pursuant to Section 3.03 and until so applied are held in the Reserve Account; or (e) of assets as to which the likely amount of net sales proceeds that would be realized upon a sale of such assets is such that a sale of such assets is not, in the reasonable judgment of the Borrower, economically practicable but such other Subsidiary or disposition is otherwise of commercial value to the CompanyBorrower; providedPROVIDED, howeverHOWEVER, that in no case shall sales or other than Dispositions dispositions pursuant to newly created Subsidiaries which become Borrowers for purposes this clause (e) be of complying with Dealer/Manufacturer Agreements, any such Disposition made to assets of a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash at the time of such sale which is in excess of an aggregate of $750,000 in any calendar year, and only in the case of Collateral, so long as the conditions to the release of Collateral described herein and in the applicable Security Documents are met; PROVIDED, HOWEVER, that notwithstanding the foregoing, the Borrower will not, and will not permit any of its Restricted Subsidiaries to, sell, with or without recourse, or discount (other than in connection with trade discounts in the ordinary course of business; (cbusiness consistent with past practice) Dispositions or otherwise sell for less than the face value thereof, notes or accounts receivable owed to it by its third-party customers or suppliers. The consideration received by the Borrower and its Restricted Subsidiaries from each sale of Equipment and assets permitted by this Section 7.11, other property which is obsolete, worn out or no longer used in or useful than with respect to such Person’s business, all sales involving consideration of not more than $500,000 in the ordinary course aggregate in any calendar year, shall be received in whole within 15 days of business; (d) Dispositions occurring as such sale and at least 70% of the result consideration from each sale shall consist of a casualty event, condemnation Cash or expropriation; (e) Dispositions Cash Equivalents. Any non-Cash proceeds received from the sale of assets constituting Collateral shall be pledged pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in accordance with the ordinary course of business; (g) Dispositions as permitted in Section 10.3; and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries applicable Security Documents and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligationsshall constitute Collateral.

Disposition of Assets. Each Borrower agrees that No Credit Party shall, nor shall it shall not permit any of its Restricted Subsidiaries to, make a Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, exceptother than: (a) Dispositions Disposition by any Restricted Entity of Motor Vehicles any of its Properties to any Credit Party; provided that, at the reasonable request of the Administrative Agent, the receiving Credit Party shall ratify, grant and confirm the Liens on such assets (and any other Inventory related Collateral) pursuant to documentation reasonably satisfactory to the Administrative Agent; (b) Disposition by any Restricted Entity that is not a Credit Party of any of its Properties to any other Restricted Entity that is not a Credit Party; provided that, if such Property is an Equity Interest that is Collateral or otherwise required to be Collateral under Section 5.7, then at the reasonable request of the Administrative Agent, the receiving Restricted Entity (other than a Foreign Subsidiary) shall ratify, grant and confirm the Liens on such Equity Interest (and any other related Collateral) pursuant to documentation reasonably satisfactory to the Administrative Agent; (c) Sale of inventory in the ordinary course of business; (b) Dispositions business and Disposition of assets, properties cash or businesses by the Company or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of business; (c) Dispositions of Equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all Liquid Investments in the ordinary course of business; (d) Dispositions occurring Disposition of worn out, obsolete or surplus property in the ordinary course of business and the abandonment or other Disposition of patents, trademarks and copyrights that, in the reasonable judgment of Borrower and its Subsidiaries, should be replaced or are no longer economically practicable to maintain or useful in the conduct of the business of the Borrower and its Subsidiaries taken as the result of a casualty event, condemnation or expropriationwhole; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactionsmergers and consolidations in compliance with Section 6.7(a); (f) Dispositions Permitted Investments; (g) assignments and licenses of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value patents, trademarks or copyrights of any Restricted Entity in the ordinary course of business; (gh) Disposition of any assets required under Legal Requirements; (i) Dispositions as permitted of equipment in Section 10.3the ordinary course of business the proceeds of which are reinvested in the acquisition of equipment of comparable value and type within 90 days and on which the Administrative Agent has an Acceptable Security Interest; (j) Dispositions of Equity Interests in a Joint Venture or Unrestricted Subsidiary; (k) leases of real or personal property in the ordinary course of business; and (hl) Dispositions in any year Disposition of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company Properties not otherwise permitted by under the preceding clauses (a) through (g) of this Section 10.46.8; providedprovided that, that such Disposition, taken together with all such other Dispositions completed since the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) Effective Date, does not exceed 5% of the tangible assets of Tangible Net Assets in the Company as of aggregate and calculated at the beginning time of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligationssubject Disposition.

Disposition of Assets. Each Borrower agrees that it shall not permit any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: (a) Dispositions The Borrower will not become a party to or agree to or effect any sale, transfer, conveyance, lease or other disposition of Motor Vehicles assets, other than (i) the sale of Investments permitted pursuant to Section 9.3 hereof, (ii) leases of assets in the ordinary course of business consistent with past practices, (iii) in connection with a substitution pursuant to the Contribution and other Inventory Sale Agreement, (iv) sales of Containers to Persons that are not Sanctioned Persons for Net Cash Sales Proceeds of not less than the sum of the then Net Book Values or Net Present Value of Direct Finance Lease Receivables, as the case may be, of the Containers and/or Leases to be sold, regardless of whether such sales are considered to have been made in the ordinary course of business; , (bv) Dispositions so long as an Early Amortization Event or Event of assetsDefault is not then continuing or would result from such sale of Containers and/or Leases, properties or businesses by the Company or any sales of its Subsidiaries to any other Subsidiary or to the Company; providedContainers and/or Leases, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of business; business (cincluding any such sales resulting from the sell/repair decision of the Manager) Dispositions to Persons that are not Sanctioned Persons regardless of Equipment and other property which is obsoletethe amount of Net Cash Sales Proceeds realized therefrom, worn out (vi) in connection with a sale to a Lessee or no longer used in or useful its designee pursuant to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result terms of a casualty eventDirect Finance Lease, condemnation (vii) sales of obsolete or expropriation; irreparably damaged Containers to Persons that are not Sanctioned Persons, or (eviii) Dispositions pursuant if an Early Amortization Event shall have occurred and be continuing, sales of Containers to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to unaffiliated third parties pursuant to (that are not Sanctioned Persons) in bonafide arm’s length transactions for fair value in within the ordinary normal course of business; (g) Dispositions business for Net Cash Sales Proceeds not less than the sum of the Net Book Value or Net Present Value of Direct Finance Lease Receivables, as permitted in Section 10.3; and (h) Dispositions in any year the case may be, of other property, assets such Containers (including capital stock of its Subsidiaries and Affiliates) or businesses any such sales resulting from the sell/repair decision of the Company Manager), so long as (i) the sum of the Net Book Values or Net Present Value of Direct Finance Lease Receivables, as the case may be, of all such Containers shall not otherwise permitted by clauses exceed an amount equal to (aA) through (g) of this Section 10.4; providedduring any calendar year, that the proceeds realized from such Disposition in any applicable year in excess of an amount equal to ten percent (1010)%, and (B) on a cumulative basis, an amount equal to twenty-five percent (25%), applied in each case to the Borrowing Base in effect on the date on which such Early Amortization Event initially occurred. (b) The Borrower will not become a party to or agree to or effect any sale, transfer, conveyance, lease or other disposition of all, or substantially all, of the tangible assets of the Company as of the beginning of Containers subject to a Direct Finance Lease unless, immediately after giving effect to such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligationstransaction, no Borrowing Base Deficiency would then exist.

Disposition of Assets. Each Borrower agrees that it shall not permit any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: (a) Dispositions of Motor Vehicles and other Inventory inventory in the ordinary course of business; (b) Dispositions of assets, properties or businesses by the Company or any of its Subsidiaries to any other Subsidiary or to the Company; Company provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of business; (c) Dispositions of Equipment equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s arms length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3; and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligations.

Disposition of Assets. Each Borrower agrees that it The Company shall not, and shall not permit any Disposition Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (collectively, a “Disposition”) (whether in one or a series of transactions) of any property or assets (including Accounts, accounts and notes receivable, and/or chattel paper, with or without recourse, and the sale of the stock or other equity interests of any Subsidiary) or enter into any agreement so to dodo any of the foregoing, except: (a) Dispositions of Motor Vehicles inventory, or used, worn-out, obsolete or surplus equipment and other Inventory assets, all in the ordinary course of business; (b) Dispositions of assets, properties or businesses by the Company or any of its Subsidiaries to any other Subsidiary or equipment to the Company; providedextent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, however, other than Dispositions or the proceeds of such sale are reasonably promptly applied to newly created Subsidiaries which become Borrowers for purposes the purchase price of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of businessreplacement equipment; (c) Dispositions of Equipment assets received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other property which is obsoletedisputes with, worn out or no longer used in or useful to such Person’s business, all customers and suppliers arising in the ordinary course of business; (d) Dispositions occurring as of assets between and among the Company and its Wholly-Owned Subsidiaries and the Disposition of assets from any other Subsidiary to the Company or a Wholly-Owned Subsidiary of the Company; provided that at the time of any such Disposition, no Default or Event of Default shall exist or shall result of a casualty event, condemnation or expropriationafter giving effect to such Disposition; (e) Dispositions pursuant of accounts receivable, lease receivables and other rights to Qualified Sale/Leaseback payment, and assets related thereto, in connection with Securitization Transactions; (f) Dispositions grants of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value non-exclusive licenses in the ordinary course of business;intellectual property; and (g) Dispositions as permitted in Section 10.3; and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses hereunder which are made for fair market value; provided that (ai) through (g) at the time of this Section 10.4; providedany such Disposition, that the proceeds realized from no Default or Event of Default shall exist or shall result after giving effect to such Disposition and (ii) the aggregate consideration for all assets sold or otherwise disposed of by the Company and its Subsidiaries, together, shall not exceed (x) in any applicable fiscal year in excess 15% of ten percent (10%) of the tangible assets of the Company Consolidated Total Assets as of the beginning of such fiscal year are either reinvested within one or (1y) year in similar assets or used to repay senior Indebtedness during the term of this Agreement, 35% of Consolidated Total Assets as of the Company after satisfaction of any currently due Obligationsfiscal quarter most recently ended prior to the Closing Date.

Disposition of Assets. Each Borrower agrees that No Credit Party shall, nor shall it shall not permit any of its Restricted Subsidiaries to, make a Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, exceptother than: (a) Dispositions Disposition by any Restricted Entity (other than a US Credit Party) of Motor Vehicles any of its Properties to any Credit Party; provided that, at the reasonable request of the Applicable Administrative Agent, the receiving Credit Party shall ratify, grant and confirm the Liens on such assets (and any other Inventory related Collateral) pursuant to documentation reasonably satisfactory to the US Administrative Agent; (b) Disposition by any US Credit Party of any of its Properties to any other US Credit Party; provided that, at the reasonable request of the US Administrative Agent, the receiving Credit Party shall ratify, grant and confirm the Liens on such assets (and any other related Collateral) pursuant to documentation reasonably satisfactory to the US Administrative Agent; (c) Disposition by any Restricted Entity that is not a Credit Party of any of its Properties to any other Restricted Entity that is not a Credit Party; provided that, if such Property is an Equity Interest that is Collateral or otherwise required to be Collateral under Section 5.6, then at the reasonable request of the US Administrative Agent, the receiving Restricted Entity (other than a Foreign Subsidiary) shall ratify, grant and confirm the Liens on such Equity Interest (and any other related Collateral) pursuant to documentation reasonably satisfactory to the US Administrative Agent; (d) Sale of inventory in the ordinary course of business and Disposition of cash or Liquid Investments in the ordinary course of business; (be) Dispositions Disposition of assetsworn out, properties obsolete or businesses by the Company or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only surplus property in the ordinary course of business; (c) Dispositions business and the abandonment or other Disposition of Equipment patents, trademarks and other property which copyrights that, in the reasonable judgment of the US Borrower and its Restricted Subsidiaries, should be replaced or is obsolete, worn out or no longer used in economically practicable to maintain or useful to such Person’s business, all in the ordinary course conduct of business; (d) Dispositions occurring the business of the US Borrower and its Restricted Subsidiaries taken as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactionswhole; (f) Dispositions of chattel paper mergers and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value consolidations in the ordinary course of businesscompliance with Section 6.7(a); (g) Dispositions as permitted in Section 10.3; and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligations.

Disposition of Assets. Each Borrower agrees that it The Company shall not, and shall not permit any Disposition of its Subsidiaries to Dispose of (whether in one or a series of transactions) of any property or assets (including Accounts, accounts and notes receivable, and/or chattel paper, receivable with or without recourserecourse and Capital Stock of any Subsidiary whether newly issued or otherwise) or enter into any agreement so to dodo any of the foregoing (unless (x) such agreement is conditioned upon receiving any waiver or consent necessary pursuant to the terms hereof and (y) the Company requests any such waiver or consent from Lenders not less than 10 Business Days prior to the date of the anticipated consummation of the relevant transaction), except: (a) (i) Dispositions of Motor Vehicles inventory and other Inventory equipment in the ordinary course of businessbusiness and (ii) Dispositions of Cash Equivalents; (b) the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment or the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment; (c) Dispositions of assetsInvestments by any Insurance Subsidiary (other than any of its Investments in Subsidiaries engaged in insurance lines of business) in the ordinary course of business consistent with past practices and the investment policy approved by the board of directors of such Insurance Subsidiary; (d) Dispositions (i) by the Company or any Subsidiary to the Company or any Subsidiary (other than any Excluded Subsidiary), properties (ii) by any Excluded Subsidiary to any other Excluded Subsidiary in the ordinary course of business and (iii) to Excluded Subsidiaries in an aggregate amount not to exceed $30,000,000; (e) (i) any Dispositions pursuant to a Reinsurance Agreement so long as such Disposition is entered into in the ordinary course of business for the purpose of managing insurance risk consistent with industry practice and (ii) any other Dispositions pursuant to a Reinsurance Agreement so long as the aggregate statutory profit and/or gains on insurance policy sales or businesses other portfolio transfers resulting from all Dispositions described in this clause (ii) consummated after the Effective Date do not exceed $400,000,000 in the aggregate during the term of this Agreement or $150,000,000 in any Fiscal Year; provided that (x) the Net Proceeds therefrom are, unless required to be retained by any Insurance Subsidiary pursuant to regulatory restrictions, applied to prepay the Loans as provided in Section 2.08 and (y) any Net Proceeds therefrom that are required to be retained by any Insurance Subsidiary pursuant to regulatory restrictions are so retained by such Insurance Subsidiary; (f) obsolete, surplus or worn out property disposed of by the Company or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of businessbusiness and consistent with past practices of the Company and its Subsidiaries; (cg) Dispositions transfers resulting from any casualty or condemnation of Equipment property or assets; (h) licenses or sublicenses of intellectual property and general intangibles and licenses, leases or subleases of other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of businessbusiness and consistent with the past practices of the Company and its Subsidiaries and which do not materially interfere with the business of the Company and its Subsidiaries; (di) Dispositions occurring as consisting of mergers, amalgamations and consolidations among the result Company and its Subsidiaries, or of a casualty eventany liquidation, condemnation winding up or expropriationdissolution of any Subsidiary, in each case to the extent permitted by Section 7.07(b); (ej) Dispositions pursuant of shares of Capital Stock in order to Qualified Sale/Leaseback Transactionsqualify members of the board of directors or equivalent governing body of an Obligor or such other nominal shares required to be held other than by the Company or such Obligor, as required by applicable law; (fk) Dispositions the sale, discount, forgiveness or other compromise of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value notes or other accounts in the ordinary course of businessbusiness or in connection with collection thereof; (gl) Dispositions issuances of Capital Stock (i) by the Company, (ii) by a directly or indirectly Wholly-Owned Subsidiary of the Company to the Company or to one or more Wholly-Owned Subsidiaries of the Company or (iii) by a non-Wholly-Owned Subsidiary of the Company to the respective equity holders of such non-Wholly-Owned Subsidiary, on a pro rata basis; (m) the sale and leaseback of the Company’s headquarters located in Carmel, Indiana, on fair and reasonable terms (as permitted certified to the Agent in Section 10.3writing by a Responsible Officer of the Company); and (hn) Dispositions not otherwise permitted hereunder (other than pursuant to Reinsurance Agreements, which shall be subject to the limitations in clause (e) above); provided that (w) such Dispositions shall be for fair market value (which determination must be supported by a fairness opinion in form and substance reasonably satisfactory to the Agent from a nationally-recognized investment banking firm in connection with any Disposition or series of related Dispositions in any year single Fiscal Year the aggregate consideration for which exceeds $125,000,000; provided that no fairness opinion is required in respect of other propertyany Disposition or series of related Dispositions made at any time when (i) the Debt to Total Capitalization Ratio is equal to or less than 20% and (ii) the Financial Strength Rating Condition is satisfied) and at least 75% of the consideration received in connection therewith at closing shall consist of cash, assets (x) on a Pro Forma Basis after giving effect to such Disposition, the Company and its Subsidiaries would be in compliance with all of the covenants contained in the Loan Documents (including capital all financial and ratings covenants), (y) no such Disposition shall include the sale of any Capital Stock of any Subsidiary unless 100% of the Capital Stock of such Subsidiary owned by the Obligors is sold and (z) the Net Proceeds thereof shall be applied to prepay the Loans in accordance with Section 2.08. Upon consummation of a sale, transfer or other Disposition permitted under this Section 7.03, Liens created under the Security Documents in respect of the assets Disposed of shall be automatically released and the Agent shall (to the extent applicable) deliver to the Company, upon the Company’s request and at the Company’s expense, such documentation as necessary to evidence the release of the Agent’s security interests, if any, in the assets being Disposed of, including amendments or terminations 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 Subsidiaries and Affiliates) or businesses of obligations, if any, under the Loan Documents; provided that the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that shall have provided to the proceeds realized from Agent such Disposition in any applicable year in excess of ten percent (10%) of certificates evidencing compliance with the tangible assets of Loan Documents as the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due ObligationsAgent shall reasonably request.

Disposition of Assets. Each Borrower agrees that No Loan Party shall, nor shall it shall not permit any Disposition (whether in one of its Subsidiaries to, directly or a series of transactions) of indirectly make any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to doDisposition, except: (a) Dispositions of Motor Vehicles and other Inventory in the ordinary course of business; (b) Dispositions Dispositions, for fair value, of assets, properties worn-out or businesses by the Company obsolete equipment not necessary or any of its Subsidiaries to any other Subsidiary or useful to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes conduct of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of Loan Parties’ business; (c) Dispositions of Equipment and other property which is obsolete, worn out or no longer used in or useful from any Loan Party to such Person’s business, all in the ordinary course of businessBorrower; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriationcash and Cash Equivalents in connection with any transaction not prohibited under this Agreement; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactionsthe write-off, discount, sale or other Disposition of 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) Dispositions non-exclusive licenses and sublicenses of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value intellectual property rights in the ordinary course of businessbusiness not interfering in any material respect with the ordinary conduct of or materially detracting from the value of the business of the Loan Parties and their Subsidiaries; (g) Dispositions as permitted the abandonment or Disposition of intellectual property rights that are no longer used or useful in Section 10.3; andthe business of the Loan Parties and their Subsidiaries; (h) Dispositions in of Property resulting from any year casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, such Property; (i) Dispositions constituting Restricted Payments permitted under Section 7.4 or investments permitted under Section 7.5; or (j) other propertyDispositions of Property (other than Accounts, assets (including capital stock of its Subsidiaries and AffiliatesInventory or material Intellectual Property) or businesses of the Company not otherwise permitted under this Section 7.8; provided that the aggregate fair market value (as reasonably determined by clauses (a) through (gthe Borrower in good faith) of all Property Disposed of pursuant to this Section 10.4; provided, that the proceeds realized from such Disposition clause (j) in any applicable year in excess twelve month period shall not exceed the greater of ten percent (10%i) $500,000 or (ii) 1% of the tangible assets of Line Cap (determined based on the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligations.most recently delivered Borrowing Base Certificate). CREDIT AGREEMENT – Page 106

Disposition of Assets. Each Borrower agrees Sell, lease, license, transfer or otherwise dispose of any asset or any interest therein, except that it this Section 4.08 shall not permit any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so apply to do, except: (a) Dispositions any disposition of Motor Vehicles and other Inventory property in the ordinary course of business; , (b) Dispositions any disposition of assetsequipment that is obsolete or no longer required in its business, properties (c) any disposition of any asset or businesses any interest therein by a Subsidiary to the Borrower (so long as, after giving effect to such disposition and all other such dispositions by such Subsidiary to the Borrower after the Agreement Date, such Subsidiary shall not have disposed of a substantial portion of its assets to the Borrower) or a Wholly Owned Subsidiary or any disposition of any asset or any interest therein by the Company or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made Borrower to a Ford Borrower Wholly Owned Subsidiary, (d) any sale or assignment of delinquent accounts receivable or other delinquent trade receivables (or notes evidencing such receivables) to a GM Borrower shall be made on an arms-length basis for fair market value for cash and only collection agency or similar service in the ordinary course of business; (c) Dispositions of Equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant any transaction to Qualified Sale/Leaseback Transactions; which any of the other provisions of this Agreement (other than Section 4.10) is by its express terms inapplicable, (f) Dispositions any disposition of chattel paper (i) any interest in or assets of the Excluded Subsidiaries or any proceeds of any disposition of any such interest or assets or (ii) any interest in Cellular Systems within the Maryland 2 RSA or any other such interests that are owned by the Borrower or any Subsidiary on the Agreement Date and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in constitute no more than 15% of the ordinary course total equity of business; any Cellular System and (g) Dispositions any disposition of any interest in or assets of a Cellular System or a cellular telephone, wireless or related telecommunications business, so long as permitted in Section 10.3; no Default shall have occurred and be continuing immediately prior to or after giving effect to such disposition and (hi) Dispositions such disposition is a sale to any Person for cash in any year an amount not less than the fair market value of the interests or assets sold net of the liabilities assumed, as determined in the good faith judgment of the Board of Directors of the Borrower or the applicable Subsidiary, and (A) the Cash Flow Percentage attributable to such interests or assets together with the Cash Flow Percentage of all other property, interests and assets (including capital stock of sold or exchanged by the Borrower and its Subsidiaries and Affiliatespursuant to this clause (i) or clause (ii) below within the prior twelve calendar month period (or, if shorter, the period from the Closing Date) does not exceed 5% and (B) the Cash Flow Percentage attributable to such interests or assets together with the Cash Flow Percentage (determined, with respect to prior sales or exchanges, at the time of each such sale or exchange) attributable to all interests and assets sold or exchanged by the Borrower and its Subsidiaries pursuant to this clause (i) or clause (ii) below since the Closing Date does not exceed 20%, or (ii) such disposition is an exchange, with any Person, of interests or assets exchanged by the Borrower or applicable Subsidiary comprising interests in or assets of one or more cellular telephone, wireless and related telecommunications businesses or the stock or other equity of a Person owning such interests or assets for interests in or assets of one or more other Cellular Systems located in the United States or businesses directly related to Cellular Systems owned or controlled by the Borrower or any Subsidiary, together with any Permitted Securities received by the Borrower or any Subsidiary in connection with such exchange, and of equal or greater value, as determined in the good faith judgment of the Company Board of Directors of the Borrower or the applicable Subsidiary, and (A) the Cash Flow Percentage attributable to such interests or assets exchanged by the Borrower or applicable Subsidiary together with the Cash Flow Percentage attributable to all other interests and assets exchanged or sold by the Borrower and its Subsidiaries pursuant to this clause (ii) or clause (i) above within the prior twelve calendar month period (or, if shorter, the period from the Closing Date) does not otherwise permitted exceed 5% and (B) the Cash Flow Percentage attributable to such interests or assets together with the Cash Flow Percentage (determined, with respect to prior exchanges, at the time of each such exchange) attributable to all other interests and assets exchanged or sold by clauses the Borrower and its Subsidiaries pursuant to this clause (aii) through or clause (gi) above since the Closing Date does not exceed 20%; provided that, in the case of this Section 10.4; providedany such sale to or exchange with an Affiliate, in addition to the requirements set forth above in clause (i) and (ii), (y) the Cash Flow Percentage attributable to the interests or assets sold or exchanged, together with the Cash Flow Percentage of all other interests and assets sold to or exchanged with Affiliates since the Closing Date, shall not exceed 5%, and (z) such Board of Directors shall have determined, in its good faith judgment, that such sale or exchange is for consideration or in exchange for interests or assets reflecting the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) fair market value of the tangible interests or assets of sold or exchanged, and the Company as of Borrower shall have furnished to the beginning Banks, not later than the fifteenth Business Day preceding the date of such year are either reinvested within one (1) year sale or exchange, a fairness opinion with respect to such sale or exchange from a recognized investment bank or broker, as the case may be, reasonably satisfactory in similar assets or used form and content to repay senior Indebtedness of the Company after satisfaction of any currently due ObligationsRequired Agents.

Disposition of Assets. Each Borrower agrees that No Credit Party shall, nor shall it shall not permit any of its Restricted Subsidiaries to, make a Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, exceptother than: (a) Dispositions Disposition by any Restricted Entity of Motor Vehicles any of its Properties to any Credit Party; provided that, at the reasonable request of the Administrative Agent, the receiving Credit Party shall ratify, grant and confirm the Liens on such assets (and any other Inventory related Collateral) pursuant to documentation reasonably satisfactory to the Administrative Agent; (b) Disposition by any Restricted Entity that is not a Credit Party of any of its Properties to any other Restricted Entity that is not a Credit Party; provided that, if such Property is an Equity Interest that is Collateral or otherwise required to be Collateral under Section 5.7, then at the reasonable request of the Administrative Agent, the receiving Restricted Entity (other than a Foreign Subsidiary) shall ratify, grant and confirm the Liens on such Equity Interest (and any other related Collateral) pursuant to documentation reasonably satisfactory to the Administrative Agent; (c) Sale of inventory in the ordinary course of business; (b) Dispositions business and Disposition of assets, properties cash or businesses by the Company or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of business; (c) Dispositions of Equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all Liquid Investments in the ordinary course of business; (d) Dispositions occurring Disposition of worn out, obsolete or surplus property in the ordinary course of business and the abandonment or other Disposition of patents, trademarks and copyrights that, in the reasonable judgment of Borrower and its Subsidiaries, should be replaced or is no longer economically practicable to maintain or useful in the conduct of the business of the Borrower and its Subsidiaries taken as the result of a casualty event, condemnation or expropriationwhole; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactionsmergers and consolidations in compliance with Section 6.7(a); (f) Dispositions Permitted Investments; (g) assignments and licenses of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value patents, trademarks or copyrights of any Restricted Entity in the ordinary course of business; (gh) Disposition of any assets required under Legal Requirements; (i) Dispositions as permitted of equipment in Section 10.3the ordinary course of business the proceeds of which are reinvested in the acquisition of equipment of comparable value and type within 90 days and on which the Administrative Agent has an Acceptable Security Interest; (j) Dispositions of Equity Interests in a joint venture or Unrestricted Subsidiary; (k) leases of real or personal property in the ordinary course of business; and (hl) Dispositions in any year Disposition of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company Properties not otherwise permitted by under the preceding clauses (a) through (g) of this Section 10.46.8; providedprovided that, that such Disposition, taken together with all such other Dispositions completed since the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) Effective Date, does not exceed 5% of the tangible assets of Tangible Net Assets in the Company as of aggregate and calculated at the beginning time of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligationssubject Disposition.

Disposition of Assets. Each The Borrower agrees that it shall will not permit any Disposition sell, lease, assign, transfer, or otherwise dispose (whether in one or a series of transactionscollectively "Dispositions") of any property of its assets, or assets (including Accounts, notes receivable, and/or chattel paper, permit any Subsidiary to do so with or without recourse) or enter into any agreement so to doof its assets, except: (a) Dispositions of Motor Vehicles and other Inventory in the ordinary course of business; (b) Dispositions of assetsobsolete, properties worn or businesses by the Company or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of businessused equipment; (c) Dispositions of Equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of businessbusiness of short-term consumer loans and any other rights related to such consumer loans arising under the CSO Program (including reimbursement obligations under CSO LCs) (collectively the "Consumer Obligations") so long as (i) such consumers have defaulted on such loans and (ii) the related CSO LCs have been fully drawn; (d) Dispositions occurring to a Guarantor as the result of a casualty eventto which Agent has in its possession an executed Guaranty, condemnation or expropriationContribution and Indemnification Agreement, Subsidiary Security Agreement and Real Estate Security Documents, if applicable; (e) Dispositions pursuant of certain store locations (including sales of Real Property and operating business (which may include the sale of Inventory, pawn loans and interests in Pay-Day Advance Loans of the Borrower or any Subsidiary in connection with the sale of such location and sales of the Consumer Obligations described in Section 9.8(c) above in connection with the sale of such location), but excluding liquidating sales of Inventory, pawn loans and interests in Pay-Day Advance Loans and Consumer Obligations made in connection with the CSO Program of the Borrower or any Subsidiary, which do not occur in connection with the sale of any Real Property or operating business) owned by the Borrower or any of its Subsidiaries as of the date hereof so long as the Net Proceeds of such Disposition are promptly paid to Qualified Sale/Leaseback Transactions;the Agent in accordance with Section 4.3; and (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as Borrower or a Subsidiary permitted in under Section 10.3; and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligations9.7.

Disposition of Assets. Each Borrower agrees that it shall not permit any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: (a) Dispositions of Motor Vehicles and other Inventory in the ordinary course of business; (b) Dispositions of assets, properties or businesses by the Company or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of business; (c) Dispositions of Equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s arms length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3; and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligations.

Disposition of Assets. Each Neither the Company nor the Borrower agrees that it shall not will, or permit any Loan Party to permit any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: (a) Dispositions of Motor Vehicles and other Inventory inventory in the ordinary course of business; (b) Dispositions of assets, properties or businesses by the Company or any of its Subsidiaries to any other Subsidiary or to the Company; Company provided, however, (i) other than Dispositions to newly created Subsidiaries which become Revolving Facility Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of business; (c) Dispositions of Equipment equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions, provided that if any such property so Disposed is in the Property Pool, the Borrower shall have made all necessary payments contemplated by Section 7.14; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s arms length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3; and7.03; (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.47.04; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness the Obligations; and (i) Dispositions of the Company after satisfaction of any currently due ObligationsFinanced Properties permitted by Section 7.14.

Disposition of Assets. Each Borrower agrees that it shall not permit Make any Disposition, except for as long as no Default or Event of Default exists or would result therefrom, a Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, exceptconstituting: (a) Dispositions the sale of Motor Vehicles and other Inventory in the ordinary course Ordinary Course of businessBusiness; (b) Dispositions the use, transfer or disposition of assets, properties or businesses cash and Cash Equivalents pursuant to any transaction not prohibited by the Company or any terms of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of businessLoan Documents; (c) Dispositions a Disposition of Equipment and other property which is obsolete, worn out unmerchantable or no longer used in or useful to such Person’s business, all otherwise unsalable Inventory that is not included in the ordinary course of businessBorrowing Base; (d) Dispositions occurring as the result a transfer of Property by a casualty event, condemnation Restricted Subsidiary or expropriationObligor to another Obligor or solely among Restricted Subsidiaries that are not Obligors; (e) Dispositions pursuant to Qualified Sale/Leaseback TransactionsDistributions permitted under Section 10.2.3 and Investments permitted under Section 10.2.4; (f) Dispositions the Disposition of chattel paper any Equity Interest (i) in a Subsidiary to any Obligor and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value (ii) in the ordinary course of businessany Unrestricted Subsidiary; (g) Dispositions as permitted the issuance of Equity Interests (other than Disqualified Equity Interests) in Section 10.3; andthe Company to the extent such issuance does not result in a Change of Control; (h) Dispositions in the sale or transfer of equipment and other personal property that is no longer necessary for the business of an Obligor or is replaced by equipment or other personal property of at least comparable value and use; (i) non-exclusive licensing and cross-licensing arrangements involving any year of technology or other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses intellectual property of the Company or any Restricted Subsidiary in the Ordinary Course of Business; (j) the abandonment of any rights, franchises, licenses, or intellectual property that any Obligor reasonably determines are no longer useful in its business or commercially desirable; (k) the transfer of interests in any Sand Properties, or portions thereof, to which no Sand Reserves are attributed; (l) the transfer of Property (other than ABL Priority Collateral) in connection with a Casualty Event; (m) the sale, disposition or other transfer of any Properties (other than Accounts) that are not otherwise permitted regulated by clauses (a) through (gl) of this Section 10.410.2.5 having a Fair Market Value not to exceed $10,000,000 in the aggregate during any 12-month period; provided that (i) the Borrower Agent shall deliver an updated Borrowing Base Report prior to giving effect to such sale, disposition, or other transfer if more than 5.0% of the assets included in the most recent calculation of the Borrowing Base are being disposed of pursuant to this clause (m), (ii) no Overadvance shall exist or result therefrom, and (iii) Obligors shall comply with Section 5.2, if applicable; (n) the sale, disposition or other transfer of any Property (other than Accounts), if such Property is so sold, disposed of or transferred for Fair Market Value; provided that the applicable Obligor or Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents; provided, further, that, for purposes of determining what constitutes cash and Cash Equivalents under this clause (n) in connection with any disposition, sale or transfer of any Property (other than with respect to any Disposition of any ABL Priority Collateral), up to $5,000,000 of any Designated Non-Cash Consideration received by the applicable Obligor or such Restricted Subsidiary in respect of such Property, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (n) that is outstanding at the proceeds realized from time such Disposition in any applicable year in excess of ten percent Designated Non-Cash Consideration is received, shall be deemed to be cash; provided however (10%i) the Borrower Agent shall deliver an updated Borrowing Base Report if more than 5.0% of the tangible assets included in the most recent calculation of the Company as Borrowing Base are being disposed of pursuant to this clause (n), (ii) Obligors shall comply with Section 5.2, if applicable, and (iii) no Overadvance shall exist or result therefrom; (o) the beginning transfer of such year are either reinvested within one Property by means of a transaction expressly permitted under Section 10.2.7; and (1p) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due ObligationsSpecified IPO Event Transactions.

Disposition of Assets. Each Borrower agrees that it The Company shall not, and shall not permit any Disposition of its Subsidiaries to Dispose of (whether in one or a series of transactions) of any property or assets (including Accounts, accounts and notes receivable, and/or chattel paper, receivable with or without recourserecourse and Capital Stock of any Subsidiary whether newly issued or otherwise) or enter into any agreement so to dodo any of the foregoing, except: (a) Dispositions of Motor Vehicles inventory, equipment and other Inventory Cash Equivalents, all in the ordinary course of businessbusiness consistent with past practices; (b) the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment or the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment; (c) Dispositions of assetsInvestments by any Insurance Subsidiary (other than any of its Investments in Subsidiaries engaged in insurance lines of business) in the ordinary course of business consistent with past practices and the investment policy approved by the board of directors of such Insurance Subsidiary; (d) intercompany Dispositions in the ordinary course of business (i) among the Company and its Subsidiaries (other than Dispositions to Excluded Subsidiaries) and among the Subsidiaries (other than Dispositions to Excluded Subsidiaries) and (ii) to Excluded Subsidiaries in an aggregate amount not to exceed $30,000,000; (i) any Dispositions pursuant to a Reinsurance Agreement so long as such Disposition is entered into in the ordinary course of business for the purpose of managing insurance risk consistent with industry practice and (ii) any other Dispositions pursuant to a Reinsurance Agreement so long as the aggregate statutory profit and/or gains on insurance policy sales or other portfolio transfers resulting from all Dispositions described in this clause (ii) consummated after the Prior Effective Date do not exceed $400,000,000 in the aggregate during the term of this Agreement or $150,000,000 in any Fiscal Year; provided that (x) the Net Proceeds therefrom are, properties unless required to be retained by any Insurance Subsidiary pursuant to regulatory restrictions, applied to prepay the Loans as provided in Section 2.08 and (y) any Net Proceeds therefrom that are required to be retained by any Insurance Subsidiary pursuant to regulatory restrictions are so retained by such Insurance Subsidiary; (f) obsolete, surplus or businesses worn out property disposed of by the Company or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of businessbusiness and consistent with past practices of the Company and its Subsidiaries; (cg) Dispositions transfers resulting from any casualty or condemnation of Equipment property or assets; (h) licenses or sublicenses of intellectual property and general intangibles and licenses, leases or subleases of other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of businessbusiness and consistent with the past practices of the Company and its Subsidiaries and which do not materially interfere with the business of the Company and its Subsidiaries; (di) Dispositions occurring as consisting of intercompany mergers and consolidations among the result Company and its Subsidiaries, or of a casualty eventany liquidation, condemnation winding up or expropriationdissolution of any Immaterial Subsidiary, in each case to the extent permitted by Section 7.07(b); (ej) Dispositions pursuant of shares of Capital Stock in order to Qualified Sale/Leaseback Transactionsqualify members of the board of directors or equivalent governing body of an Obligor or such other nominal shares required to be held other than by the Company or such Obligor, as required by applicable law; (fk) Dispositions the sale, discount, forgiveness or other compromise of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value notes or other accounts in the ordinary course of businessbusiness or in connection with collection thereof; (gl) issuances of Capital Stock (i) by the Company, (ii) by a directly or indirectly Wholly-Owned Subsidiary of the Company to the Company or to one or more Wholly-Owned Subsidiaries of the Company, or (iii) by a non-Wholly-Owned Subsidiary of the Company to the respective equity holders of such non-Wholly-Owned Subsidiary, on a pro rata basis; (m) the sale and leaseback of the Company's headquarters located in Carmel, Indiana, on fair and reasonable terms (as certified to the Agent in writing by a Responsible Officer of the Company); (n) Dispositions as not otherwise permitted hereunder (other than pursuant to Reinsurance Agreements, which shall be subject to the limitations in clause (e) above); provided that (w) such Dispositions shall be for fair market value (which determination must be supported by a fairness opinion in form and substance reasonably satisfactory to the Agent from a nationally-recognized investment banking firm in connection with any Disposition or series of related Dispositions in any single Fiscal Year the aggregate consideration for which exceeds $125,000,000; provided that no fairness opinion is required in respect of any Disposition or series of related Dispositions made at any time when (i) the Debt to Total Capitalization Ratio is equal to or less than 20% and (ii) the Financial Strength Rating Condition is satisfied) and at least 75% of the consideration received in connection therewith at closing shall consist of cash, (x) on a Pro Forma Basis after giving effect to such Disposition, the Company and its Subsidiaries would be in compliance with all of the covenants contained in the Loan Documents (including all financial and ratings covenants), (y) no such Disposition shall include the sale of any capital stock of any Subsidiary unless 100% of the capital stock of such Subsidiary owned by the Obligors is sold and (z) the Net Proceeds thereof shall be applied to prepay the Loans in accordance with Section 10.32.08; and (ho) Dispositions the dissolution, liquidation or winding up of immaterial Subsidiaries, so long as the assets of such Subsidiaries are distributed to the Company or its Subsidiaries. Upon consummation of a sale, transfer or other Disposition permitted under this Section 7.03, liens created under the Security Documents in respect of the assets Disposed of shall be automatically released and the Agent shall (to the extent applicable) deliver to the Company, upon the Company's request and at the Company's expense, such documentation as necessary to evidence the release of the Agent's security interests, if any, in the assets being Disposed of, including amendments or terminations of Uniform Commercial Code financing statements, if any, the return of stock certificates, if any, and the release of any year Subsidiary being Disposed of other property, assets (including capital stock in its entirety from all of its Subsidiaries and Affiliates) or businesses of obligations, if any, under the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due ObligationsLoan Documents.

Disposition of Assets. Each Borrower agrees that it None of the Borrowers shall, nor shall not suffer or permit any Subsidiary to, directly or indirectly, make any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to domake any Disposition, except: (a) Dispositions of Motor Vehicles and other Inventory inventory, or used, worn-out or surplus property, all in the ordinary course of business; (b) Dispositions the sale of assets, properties or businesses by the Company or any of its Subsidiaries to any other Subsidiary or equipment to the Company; providedextent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, however, other than Dispositions or the proceeds of such sale are reasonably promptly applied to newly created Subsidiaries which become Borrowers for purposes the purchase price of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of businessreplacement equipment; (c) Dispositions of Equipment and other property which is obsoleteReceivables of Toro or any Subsidiaries to Red Iron and, worn out or no longer used in or useful to such Person’s businessthe extent TCC has become a Borrower hereunder pursuant to Section 2.17, all in the ordinary course of businessTCC; (d) Dispositions occurring as by any Originator of Receivables pursuant to Receivables Purchase Facilities or other Disposition of Receivables at any time of Toro or its Subsidiaries, whether pursuant to a securitization facility, a factoring arrangement or other manner of monetization thereof provided that the result outstanding unpaid amount of a casualty event, condemnation or expropriationall such Receivables so sold in the aggregate shall not at any time exceed $200,000,000; provided further that Dispositions made in connection with any Floor Plan Financing Arrangements shall not be subject to the proviso of this clause (d); (ei) Dispositions made in accordance with Toro’s investment policy, (ii) Dispositions made in connection with Acquisitions, (iii) Dispositions of interests in Joint Ventures; (iv) Dispositions made in connection with Swap Contracts, (v) permitted Dispositions of Subsidiaries, (vi) Dispositions in connection with purchases by Toro of shares of its capital stock and associated rights to purchase shares of Toro’s preferred stock pursuant to Qualified Sale/Leaseback TransactionsToro’s shareholder rights plan to the extent permitted by Sections 6.11 and 7.04(c), and (vii) Dispositions of Equity Interests in Red Iron; (f) Dispositions not otherwise permitted hereunder; provided, that (i) at the time of chattel paper any such Disposition, no Event of Default shall exist or shall result from such Disposition and Cash Equivalents (ii) the aggregate value of all assets so sold by Toro and its Subsidiaries shall not exceed in any fiscal year 15% of the consolidated total assets of Toro and its Subsidiaries determined as of the end of the most recently ended fiscal quarter of Toro; (g) Toro or any Subsidiary, including any Subsidiary Borrower, may sell, assign, lease, convey, transfer or otherwise dispose of assets to third parties pursuant to arm’s length transactions one of the Borrowers or another Wholly-Owned Subsidiary or in connection with the discontinuance of any line of business if the discontinuance of such line of business will not result in a Material Adverse Effect; (h) Dispositions or transfers of cash or other property including capital stock (i) in payment for fair value goods or services in the ordinary course of businessbusiness to the extent not otherwise prohibited hereunder and (ii) in connection with investments, including (A) investments in accordance with Toro’s investment policy as adopted from time to time, (B) extensions of credit in the nature of accounts receivable or notes receivable arising from the sale or lease of goods or services in the ordinary course of business or extensions of credit by any Borrower to any of Toro’s Wholly-Owned Subsidiaries or by any of Toro’s Wholly-Owned Subsidiaries to any Borrower or to another of Toro’s Wholly-Owned Subsidiaries or extensions of credit made in the ordinary course of its business consistent with past practices to distributors or dealers of Toro’s and its Subsidiaries’ products, (C) investments incurred in order to consummate Acquisitions, (D) investments in Joint Ventures, (E) investments under Swap Contracts, (F) investments made in Subsidiaries, and (G) investments in Red Iron; (gi) Dispositions as resulting from any casualty or condemnation; (j) Dispositions in connection with Restricted Payments permitted under Section 7.04; (k) Dispositions in Section 10.3connection with the granting of Permitted Liens; and (hl) Dispositions in any year connection with the payment of other property, assets (including capital stock of its Subsidiaries and Affiliates) Contingent Obligations or businesses of the Company Indebtedness not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligationsprohibited hereunder.

Disposition of Assets. Each The Parent Borrower agrees that it shall will not, and will not permit any Disposition (whether in one or a series of transactions) its Restricted Subsidiaries to, Dispose of any property or assets asset, including any Capital Stock owned by it (including Accountsother than Capital Stock of the Parent Borrower held in treasury by the Parent Borrower), notes receivable, and/or chattel paper, with or without recourse) or enter into nor will the Parent Borrower permit any agreement so of its Restricted Subsidiaries to doissue any additional Capital Stock of such Restricted Subsidiary, except: (a) Dispositions (i) sales of Motor Vehicles inventory, obsolete or worn out equipment and Permitted Investments, (ii) leases or licenses of real or personal property, (iii) sale, transfer, abandonment or other Inventory disposition of intellectual property no longer used or useful in the conduct of the business and (iv) conveyances of bank drafts received in the ordinary course of business to financial institutions in exchange for discounted cash payments, in each case in the ordinary course of business; (b) Dispositions of assets, properties or businesses by the Company or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Parent Borrower or a GM Borrower Restricted Subsidiary; provided that any such Dispositions by a Loan Party to a Restricted Subsidiary that is not a Loan Party shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of businesscompliance with Section 6.5; (c) Dispositions sales of Equipment Receivables and other property which is obsoleterelated assets or an interest therein of the type specified in the definition of “Qualified Receivables Transaction” pursuant to a Qualified Receivables Transaction so long as each such transaction shall be a Qualified Receivables Transaction, worn out or no longer used as agreed by the Administrative Agent acting reasonably; provided that the aggregate amount of all Receivables Transaction Attributed Indebtedness in or useful respect to such Person’s business, all in the ordinary course of businessQualified Receivables Transactions shall not exceed $100,000,000; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation[Reserved]; (e) Dispositions pursuant of assets that are not permitted by any other paragraph of this Section 6.6; provided that (i) the aggregate gross proceeds (including any non-cash proceeds, determined on the basis of face amount in the case of notes or similar consideration and on the basis of fair market value in the case of other non-cash proceeds) of all assets Disposed of in reliance upon this paragraph (e) shall not exceed, in any fiscal year of the Parent Borrower, an amount equal to Qualified Sale/Leaseback Transactions15% of the Total Consolidated Assets; provided, however, that Dispositions of assets, if not made to the extent permitted in any fiscal year as provided above in this paragraph (e) (for the avoidance of doubt, starting with the fiscal year ending December 31, 2015), may be made in any subsequent fiscal year on a cumulative basis with the Disposition of assets permitted in such subsequent fiscal year and (ii) any Disposition permitted by this paragraph (e) for a purchase price in excess of $5,000,000 shall be made for fair value and for at least 75% cash consideration; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business;[Reserved]; and (g) Dispositions as of assets to any joint venture of the Parent Borrower; provided that any such Disposition pursuant to this clause (g) constitutes an Investment permitted under Section 6.5; For purposes of paragraph (e) of this Section 6.6, (i) the following will be deemed to be cash: (A) the assumption by the transferee of Indebtedness (other than subordinated Indebtedness or preferred stock) of the Parent Borrower or of any Restricted Subsidiary (in Section 10.3which case, the Parent or such Restricted Subsidiary will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (b)(ii) of the definition of “Net Proceeds”; provided that the amount of assumed Indebtedness that is deemed to be cash shall not exceed $200,000,000 in the aggregate from and after the Funding Date; (B) securities, notes or other obligations received by the Parent Borrower or any Restricted Subsidiary from the transferee that are converted, sold or exchanged within 90 days of receipt thereof by the Parent Borrower or such Restricted Subsidiary into cash (to the extent of the cash received in such conversion, sale or exchange); and (hC) Dispositions in the case of any year particular Disposition, promissory notes received by the Parent Borrower or any Restricted Subsidiary from the transferee having an aggregate principal amount not to exceed $20,000,000; and (ii) in the case of other propertya Disposition consisting of an Asset Swap, assets (including capital stock of its Subsidiaries and Affiliates) the Parent Borrower or businesses such Restricted Subsidiary shall only be required to receive cash in an amount equal to at least 75% of the Company not otherwise permitted by clauses (a) through (g) proceeds of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess which are not part of ten percent the Asset Swap, provided that at the time of such Asset Swap, after giving effect thereto, the aggregate fair value (10%as determined at the time of such related Asset Swap and not subject to later revaluation) of the tangible assets of the Company as Parent Borrower and its Restricted Subsidiaries that are the subject of all such Asset Swaps from and after the Funding Date shall not exceed an amount equal to 15% of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due ObligationsTotal Consolidated Assets.

Disposition of Assets. Each Borrower agrees that No Loan Party shall, nor shall it shall not permit any Disposition (whether in one of its Subsidiaries to, directly or a series of transactions) of indirectly make any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to doDisposition, except: (a) Dispositions of Motor Vehicles and other Inventory in the ordinary course of business; (b) Dispositions Dispositions, for fair value, of assets, properties worn-out or businesses by the Company obsolete equipment not necessary or any of its Subsidiaries to any other Subsidiary or useful to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes conduct of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of Loan Parties’ business; (c) Dispositions of Equipment and other property which is obsolete, worn out or no longer used in or useful from any Loan Party to such Person’s business, all in the ordinary course of businessBorrower; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriationcash and Cash Equivalents in connection with any transaction not prohibited under this Agreement; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactionsthe write-off, discount, sale or other Disposition of 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) Dispositions non-exclusive licenses and sublicenses of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value intellectual property rights in the ordinary course of businessbusiness not interfering in any material respect with the ordinary conduct of or materially detracting from the value of the business of the Loan Parties and their Subsidiaries; (g) Dispositions as permitted the abandonment or Disposition of intellectual property rights that are no longer used or useful in Section 10.3; andthe business of the Loan Parties and their Subsidiaries; (h) Dispositions in of Property resulting from any year casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, such Property; (i) Dispositions constituting Restricted Payments permitted under Section 7.4 or investments permitted under Section 7.5; or (j) other propertyDispositions of Property (other than Accounts, assets (including capital stock of its Subsidiaries and AffiliatesInventory or material Intellectual Property) or businesses of the Company not otherwise permitted under this Section 7.8; provided that the aggregate fair market value (as reasonably determined by clauses (a) through (gthe Borrower in good faith) of all Property Disposed of pursuant to this Section 10.4; provided, that the proceeds realized from such Disposition clause (j) in any applicable year in excess twelve month period shall not exceed the greater of ten percent (10%i) $[***] or (ii) [***]% of the tangible assets of Line Cap (determined based on the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligationsmost recently delivered Borrowing Base Certificate).

Disposition of Assets. Each Borrower agrees that it None of the Borrowers shall, nor shall not suffer or permit any Subsidiary to, directly or indirectly, make any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to domake any Disposition, except: (a) Dispositions of Motor Vehicles and other Inventory inventory, or used, worn‑out or surplus property, all in the ordinary course of business; (b) Dispositions the sale of assets, properties or businesses by the Company or any of its Subsidiaries to any other Subsidiary or equipment to the Company; providedextent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, however, other than Dispositions or the proceeds of such sale are reasonably promptly applied to newly created Subsidiaries which become Borrowers for purposes the purchase price of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of businessreplacement equipment; (c) Dispositions of Equipment and other property which is obsoleteReceivables of Toro or any Subsidiaries to Red Iron and, worn out or no longer used in or useful to such Person’s businessthe extent TCC has become a Borrower hereunder pursuant to Section 2.17, all in the ordinary course of businessTCC; (d) Dispositions occurring as by any Originator of Receivables pursuant to Receivables Purchase Facilities or other Disposition of Receivables at any time of Toro or its Subsidiaries, whether pursuant to a securitization facility, a factoring arrangement or other manner of monetization thereof provided that the result outstanding unpaid amount of a casualty event, condemnation or expropriationall such Receivables so sold in the aggregate shall not at any time exceed $200,000,000; provided further that Dispositions made in connection with any Floor Plan Financing Arrangements shall not be subject to the proviso of this clause (d); (ei) Dispositions made in accordance with Toro’s investment policy, (ii) Dispositions made in connection with Acquisitions, (iii) Dispositions of interests in Joint Ventures; (iv) Dispositions made in connection with Swap Contracts, (v) permitted Dispositions of Subsidiaries, (vi) Dispositions in connection with purchases by Toro of shares of its capital stock and associated rights to purchase shares of Toro’s preferred stock pursuant to Qualified Sale/Leaseback TransactionsToro’s shareholder rights plan to the extent permitted by Sections 6.11 and 7.04(c), and (vii) Dispositions of Equity Interests in Red Iron; (f) Dispositions not otherwise permitted hereunder; provided, that (i) at the time of chattel paper any such Disposition, no Event of Default shall exist or shall result from such Disposition and Cash Equivalents (ii) the aggregate value of all assets so sold by Toro and its Subsidiaries shall not exceed in any fiscal year 15% of the consolidated total assets of Toro and its Subsidiaries determined as of the end of the most recently ended fiscal quarter of Toro; (g) Toro or any Subsidiary, including any Subsidiary Borrower, may sell, assign, lease, convey, transfer or otherwise dispose of assets to third parties pursuant to arm’s length transactions one of the Borrowers or another Wholly-Owned Subsidiary or in connection with the discontinuance of any line of business if the discontinuance of such line of business will not result in a Material Adverse Effect; (h) Dispositions or transfers of cash or other property including capital stock (i) in payment for fair value goods or services in the ordinary course of businessbusiness to the extent not otherwise prohibited hereunder and (ii) in connection with investments, including (A) investments in accordance with Toro’s investment policy as adopted from time to time, (B) extensions of credit in the nature of accounts receivable or notes receivable arising from the sale or lease of goods or services in the ordinary course of business or extensions of credit by any Borrower to any of Toro’s Wholly-Owned Subsidiaries or by any of Toro’s Wholly-Owned Subsidiaries to any Borrower or to another of Toro’s Wholly-Owned Subsidiaries or extensions of credit made in the ordinary course of its business consistent with past practices to distributors or dealers of Toro’s and its Subsidiaries’ products, (C) investments incurred in order to consummate Acquisitions, (D) investments in Joint Ventures, (E) investments under Swap Contracts, (F) investments made in Subsidiaries, and (G) investments in Red Iron; (gi) Dispositions as resulting from any casualty or condemnation; (j) Dispositions in connection with Restricted Payments permitted under Section 7.04; (k) Dispositions in Section 10.3connection with the granting of Permitted Liens; and (hl) Dispositions in any year connection with the payment of other property, assets (including capital stock of its Subsidiaries and Affiliates) Contingent Obligations or businesses of the Company Indebtedness not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligationsprohibited hereunder.

Disposition of Assets. Each The Parent Guarantors and the --------------------- Borrower agrees that it shall will not, and will not suffer or permit any of their respective Subsidiaries to, directly or indirectly, make any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to domake any Disposition, except: (a) any Nexstar Entity may make and agree to make Dispositions to Wholly-Owned Subsidiaries of Motor Vehicles the Borrower or the Borrower after prior written notice to the Administrative Agent describing the Disposition and other Inventory in compliance by the ordinary course transferee with the applicable terms of businessthe Security Documents; (b) so long as no Default or Event of Default exists both before and after giving effect thereto, the Borrower or any Subsidiary of the Borrower may agree to and make Dispositions of assetsStations or the Capital Stock of any Subsidiary of the Borrower so long as (i) the aggregate amount received for all such Dispositions does not exceed $20,000,000 in any Fiscal Year or $40,000,000 in the aggregate occurring on or after the Effective Date until the date the Obligations have been paid in full and the Commitments have been terminated, properties or businesses and (ii) at least 10 Business Days prior to the consummation of any proposed Disposition, the Borrower shall have delivered to the Administrative Agent (A) a certificate signed by a Responsible Officer of the Company or any Borrower, which certificate shall contain (x) financial projections of the Borrower and its Subsidiaries attached to any other Subsidiary or such certificate which have been prepared on a Pro Forma Basis (giving effect to the Company; providedconsummation of such Disposition) for the period from the proposed date of the consummation of any proposed Disposition to the Stated Maturity Date demonstrating compliance for such period with the covenants set forth in Section 8.09, however, (y) a certification to the ------------ Administrative Agent and the Banks that all representations and warranties set forth in this Agreement and the other than Dispositions Loan Documents are true and correct as of such date and will be true and correct both before and after giving effect to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made and (z) a certification that no Default or Event of Default exists both before and after giving effect to such Disposition and (B) a Ford Pro Forma Compliance Certificate of the Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course then applicable Measurement Period giving effect to the consummation of businesssuch Disposition; (c) Dispositions of Equipment permitted by Section 8.04(c) and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of business;(d); --------------- --- (d) Dispositions occurring as of cash or Cash Equivalents, unless otherwise prohibited under this Agreement or the result of a casualty event, condemnation or expropriationother Loan Documents; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions;permitted under Section 8.13; and ------------ (f) Dispositions consisting of chattel paper Sale and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in Leaseback Transactions effected with the ordinary course of business; (g) Dispositions as permitted in Section 10.3; and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses prior written consent of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that Administrative Agent and the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due ObligationsMajority Banks.

Disposition of Assets. Each The Borrower agrees that it shall will not, and will --------------------- not permit any Disposition Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one transaction or a series of transactions) of any property or assets (including Accounts, accounts and notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to dodo any of the foregoing, except: (a) Dispositions dispositions of Motor Vehicles and other Inventory inventory, or used, worn-out or surplus equipment, all in the ordinary course of business; (b) Dispositions the sale of assets, properties or businesses by the Company or any of its Subsidiaries to any other Subsidiary or equipment to the Company; providedextent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, however, other than Dispositions or the proceeds of such sale are applied with reasonable promptness to newly created Subsidiaries which become Borrowers for purposes the purchase price of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of businessreplacement equipment; (c) Dispositions the sale, assignment, lease, conveyance, transfer or other disposition of Equipment property by the Borrower to any Wholly-Owned Subsidiary or by a Subsidiary to the Borrower or any Wholly-Owned Subsidiary; provided -------- that such transferee Subsidiary shall have executed and other property which is obsolete, worn out or no longer used delivered to the Agent a Guaranty and a Security Agreement (Guarantor) and related UCC financing statements for filing in or useful to such Person’s business, all in jurisdictions as the ordinary course of businessAgent may request; (d) Dispositions occurring the sale of any real property or Restaurant equipment as the result part of a casualty eventsale leaseback transaction in which the Borrower or a Subsidiary becomes the lessee of such real property or equipment; provided that (i) no -------- such sale leaseback transaction shall be permitted at any time an Event of Default has occurred and is continuing, condemnation (ii) for each such sale leaseback transaction, the Borrower shall have delivered to the Agent a pro forma Compliance Certificate showing compliance as of the end of the immediately preceding fiscal quarter of the Borrower for which a Compliance Certificate has been provided with Sections 6.10, 6.16, 6.17, 6.18, 6.19, 6.20 and 6.21 after giving effect to such sale leaseback transaction, and (iii) with reasonable promptness, the net cash proceeds paid to the Borrower or expropriationa Subsidiary in connection with such sale leaseback transaction shall be used to pay down the outstanding principal balance of the Revolving Loans or, if no such principal balance exists, shall be either (A) deposited into a deposit account or securities account maintained by the Borrower or any Subsidiary for which a "control agreement," in form and substance reasonably satisfactory to the Agent, has been executed and delivered to the Agent, or into an Excluded Account, or (B) within 30 calendar days after the closing of such sale leaseback transaction or the withdrawal from any such deposit account, securities account or Excluded Account, reinvested by the Borrower or a Subsidiary in the development of a new Restaurant or the maintenance or operation of an existing Restaurant; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions;dispositions of Investments permitted under Section 6.12(n) upon the exercise of options granted under the Key Employee Share Ownership Plan; and (f) Dispositions other dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair property during the term of this Agreement whose net book value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3; and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company aggregate does not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten exceed five percent (105%) of the tangible Borrower's total consolidated assets as shown on its balance sheet for its most recent prior fiscal quarter; provided that no -------- disposition which is permitted under this Section 6.2(e) at the time it is consummated shall thereafter cease to be permitted because of a subsequent decrease in the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due ObligationsBorrower's total consolidated assets.

Disposition of Assets. Each No Borrower agrees that it shall not will, nor will permit any Disposition Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one transaction or a series of transactions) of any property or assets (including Accounts, accounts and notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to dodo any of the foregoing, except: (a) Dispositions dispositions of Motor Vehicles and other Inventory inventory, or used, worn-out or surplus equipment, all in the ordinary course of business; (b) Dispositions sales of assets, properties unimproved parcels of real estate that are not required or businesses by the Company anticipated to be required for any Borrower’s or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of businessSubsidiary’s business purposes; (c) Dispositions the sale of Equipment and other property which equipment to the extent that such equipment is obsoleteexchanged for credit against the purchase price of similar replacement equipment, worn out or no longer used in or useful the proceeds of such sale are applied with reasonable promptness to the purchase price of such Person’s business, all in the ordinary course of businessreplacement equipment; (d) Dispositions occurring as the result sales or transfers by a wholly-owned Subsidiary of any Borrower to a Borrower or another wholly-owned Subsidiary of a casualty event, condemnation or expropriationBorrower; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactionsother dispositions of property during the term of this Agreement whose net book value in the aggregate does not exceed 10% of the Borrowers’ total assets as shown on its balance sheet for fiscal year 2004; (f) Dispositions commercially reasonable securitizations of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course assets of businessWFB; (g) Dispositions as permitted the sale or other disposition of (i) Investments that do not constitute Investments in Section 10.3; andany Borrower or any Subsidiary, and (ii) economic development bonds; (h) Dispositions the sale, merger, consolidation of WFB or all or substantially all of its assets, provided that (i) the Borrowers’ Agent provides written notice to the Administrative Agent not less than ten (10) days prior to the closing of any such transaction, and (ii) at the time of and after giving effect to such transaction the Borrowers shall be in compliance with all of their obligations under the Loan Documents and no Default or Event of Default shall have occurred and be continuing; or (i) the sale, merger or consolidation of (A) any Subsidiary that is not a Borrower other than WFB or (B) all or substantially all of the assets of any such Subsidiary, in each case provided that (x) the Borrowers’ Agent provides to the Administrative Agent written notice not less than ten (10) days prior to the closing of any such transaction, (y) the sum of the book value of the assets transferred in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses such transactions in any consecutive 365 day period shall not exceed 25% of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible consolidated total assets of the Company Borrowers and the Subsidiaries as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness end of the Company most recently ended calendar month preceding any such transaction, and (z) at the time of, and after satisfaction giving effect to, such transaction the Borrowers shall be in compliance with all of any currently due Obligationsits obligations under the Loan Documents and no Default or Event of Default shall have occurred and be continuing.

Disposition of Assets. Each Borrower agrees that it shall not permit any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: (a) Dispositions of Motor Vehicles and Dispositions of other Inventory inventory in the ordinary course of business; (b) Dispositions of assets, properties or businesses by the Company or any of its Subsidiaries to any other Subsidiary or to the Company; Company provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Dealer Franchise Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of business; (c) Dispositions of Equipment equipment and other property which is obsolete, worn out or no longer used in or useful to in such Person’s 's business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3; and (h) Dispositions in any year of other any property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (gd) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness the Obligations; (f) Dispositions pursuant to Qualified Sale/Leaseback Transactions; and (g) Dispositions of chattel paper to third parties pursuant to arms-length transactions for fair value in the Company after satisfaction ordinary course of any currently due Obligationsbusiness.

Disposition of Assets. Each Borrower agrees that it shall not permit any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: (a) Dispositions The Borrower will not become a party to or agree to or effect any sale, transfer, conveyance, lease or other disposition of Motor Vehicles and assets, other Inventory than (i) the sale of Investments permitted pursuant to Section 9.3 hereof, (ii) leases of assets in the ordinary course of business; business consistent with past practices, (biii) Dispositions in connection with a substitution pursuant to Section 6.3 of assetsthis Term Loan Agreement, properties (iv) sales of Containers to Persons that are not Sanctioned Persons (which may include CAL or businesses by another affiliate of the Company Borrower) for Sales Proceeds paid in cash of not less than the sum of the then the greater of: (aa) the fair market value, or (bb) the Net Book Values of the Containers and/or Leases to be sold, regardless of whether such sales are considered to have been made in the ordinary course of business provided that (x) no adverse selection criteria was utilized in selecting assets to be included in such sale and (y) the concentration of lessees are the same before and after such sale, (v) so long as an Early Amortization Event, Event of Default or Borrowing Base Deficiency is not then continuing or would result from such sale, sales of Containers and/or Leases, in the ordinary course of business (including any such sales resulting from the sell/repair decision of the Manager) to Persons that are not Sanctioned Persons regardless of the amount of Sales Proceeds realized therefrom, (vi) in connection with a sale to a Lessee or its Subsidiaries to any other Subsidiary or designee pursuant to the Companyterms of a Direct Finance Lease, (vii) sales of obsolete or irreparably damaged Containers to Persons that are not Sanctioned Persons, (viii) sales of a Container subject to an Event of Loss, or (ix) if an Early Amortization Event shall have occurred and be continuing, sales of Containers to unaffiliated third parties (that are not Sanctioned Persons) in bonafide arm’s length transactions within the normal course of business for cash Sales Proceeds not less than the sum of the Net Book Values, of such Containers (including any such sales resulting from the sell/repair decision of the Manager); provided, however, other than Dispositions that the sum of the Net Book Values of all Containers sold or transferred pursuant to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreementsclauses (ii), any such Disposition made to a Ford Borrower or a GM Borrower (iv), (v), and (ix) shall be made on an arms-length basis for fair market value for cash and only not, in the ordinary course of business; (c) Dispositions of Equipment and other property which is obsoleteaggregate, worn out or no longer used in or useful exceed an amount equal to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3; and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses 5% of the Company not otherwise permitted by clauses (a) through (g) Aggregate Net Book Value of this Section 10.4; provided, that at the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) end of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due ObligationsAvailability Period.

Disposition of Assets. Each No Borrower agrees that it shall not will, nor will permit any Disposition Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one transaction or a series of transactions) of any property or assets (including Accounts, accounts and notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to dodo any of the foregoing, except: (a) Dispositions dispositions of Motor Vehicles and other Inventory inventory, or used, worn-out or surplus equipment, all in the ordinary course of business; (b) Dispositions sales of assets, properties unimproved parcels of real estate that are not required or businesses by the Company anticipated to be required for any Borrower’s or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of businessSubsidiary’s business purposes; (c) Dispositions the sale of Equipment and other property which equipment to the extent that such equipment is obsoleteexchanged for credit against the purchase price of similar replacement equipment, worn out or no longer used in or useful the proceeds of such sale are applied with reasonable promptness to the purchase price of such Person’s business, all in the ordinary course of businessreplacement equipment; (d) Dispositions occurring as the result sales or transfers by a wholly-owned Subsidiary of any Borrower to a Borrower or another wholly-owned Subsidiary of a casualty event, condemnation or expropriationBorrower; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactionsother dispositions of property during the term of this Agreement whose net book value in the aggregate does not exceed 10% of the Borrowers’ total assets as shown on its balance sheet for fiscal year 2003; (f) Dispositions commercially reasonable securitizations of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course assets of businessWFB; (g) Dispositions as permitted the sale or other disposition of (i) Investments that do not constitute Investments in Section 10.3; andany Borrower or any Subsidiary, and (ii) economic development bonds; (h) Dispositions the sale, merger, consolidation of WFB or all or substantially all of its assets, provided that (i) the Borrower’s Agent provides written notice to the Agent not less than ten (10) days prior to the closing of any such transaction, and (ii) at the time of and after giving effect to such transaction the Borrowers shall be in compliance with all of their obligations under the Loan Documents and no Default or Event of Default shall have occurred and be continuing; or (i) the sale, merger or consolidation of (A) any Subsidiary that is not a Borrower other than WFB or (B) all or substantially all of the assets of any such Subsidiary, in each case provided that (x) the Borrower’s Agent provides to the Agent written notice not less than ten (10) days prior to the closing of any such transaction, (y) the sum of the book value of the assets transferred in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses such transactions in any consecutive 365 day period shall not exceed 25% of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible consolidated total assets of the Company Borrowers and the Subsidiaries as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness end of the Company most recently ended calendar month preceding any such transaction, and (z) at the time of, and after satisfaction giving effect to, such transaction the Borrowers shall be in compliance with all of any currently due Obligationsits obligations under the Loan Documents and no Default or Event of Default shall have occurred and be continuing.

Disposition of Assets. Each Borrower agrees that it shall not permit Make any Disposition (whether in one or a series of transactions) of any property or assets (including AccountsAsset Disposition, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, exceptexcept the following: (a) Dispositions any replacement of Motor Vehicles Equipment that is worn, damaged or obsolete with Equipment of like function and other Inventory in value, if the ordinary course replacement Equipment is acquired substantially contemporaneously with such disposition and is free of businessLiens; (b) Dispositions a sale of assets, properties Inventory or businesses by the Company or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only assets in the ordinary course Ordinary Course of businessBusiness; (c) Dispositions termination of Equipment a lease of real or personal Property that is not necessary for the Ordinary Course of Business, could not reasonably be expected to have a Material Adverse Effect and other property which is obsolete, worn out or no longer used in or useful to such Persondoes not result from an Obligor’s business, all in the ordinary course of businessdefault; (d) Asset Dispositions occurring as of Property from Parent or any Restricted Subsidiary to any Obligor, among any of the result of a casualty eventObligors, condemnation from any Obligor to any Restricted Subsidiary not constituting an Obligor to the extent constituting an Investment permitted by Section 10.2.4, or expropriation149 among any Restricted Subsidiaries not constituting Obligors, in each case, otherwise in accordance with the Loan Documents; (e) Dispositions Investments and dispositions of Investments in cash and Cash Equivalents permitted pursuant to Qualified Sale/Leaseback TransactionsSection 10.2.4(a); (f) Dispositions the transfer of chattel paper and Cash Equivalents to third parties pursuant to arm’s length Property permitted in connection with transactions for fair value permitted in the ordinary course of businessSection 10.2.7; (g) the sale of accounts receivable and related assets under any receivables factoring, discounting facility or receivables assignment facility by any Foreign Restricted Subsidiary that is not a Borrower in an aggregate amount not to exceed $10,000,000 outstanding at any time; (h) Asset Dispositions of Property in connection with any sale-leaseback transaction not to exceed $80,000,000 (less any Purchase Money Debt outstanding under Section 10.2.1(d)) in the aggregate during the term of this Agreement; (i) the sale of accounts receivable on a non-recourse basis arising from sales of Inventory financed under any Approved Floorplan and Factoring Facility by any Foreign Restricted Subsidiary; (j) the sale of accounts receivable and related assets owing by a customer on a non-recourse basis as permitted part of a supply chain finance program offered by such customer, provided, that in the case of any such sales by an Obligor, (i) no Accounts from the related Account Debtor may be included in the Borrowing Base, (ii) Agent is notified of such program, (iii) all Net Proceeds of such sales are remitted to a Dominion Account and (iv) the documentation for such program is reasonably satisfactory to Agent; (i) the sale of accounts receivable owing to a Foreign Restricted Subsidiary that is not an Obligor arising from sales of Inventory, which such sales of accounts receivable are on a non-recourse basis to one or more Persons financing the purchase of such Inventory by the customer, (ii) the sale of accounts receivable owing to a Foreign Domiciled Obligor (other than a UK Domiciled Obligor) arising from sales of Inventory, which such sales of accounts receivable are on a non-recourse basis to one or more Persons financing the purchase of such Inventory by the customer; provided that (A) the relevant Foreign Domiciled Obligor has notified Agent of such Asset Disposition, (B) the Net Proceeds resulting from such Asset Disposition shall be paid directly to a Foreign Dominion Account in accordance with Section 10.38.2.5 and (C) thereafter, such accounts receivable are not included in the calculation of the Foreign Borrowing Base on any date of determination, and (iii) the sale of accounts receivable owing to a UK Domiciled Obligor arising from sales of Inventory, which such sales of accounts receivable are on a non-recourse basis to one or more Persons financing the purchase of such Inventory by the customer; provided that (A) the relevant UK Domiciled Obligor has notified Agent of such Asset Disposition for the purposes of the UK AR Deed of Release, (B) the Net Proceeds resulting from such Asset Disposition shall be paid directly to a Foreign Dominion Account in accordance with Section 8.2.5 and (C) thereafter, such accounts receivable are not included in the calculation of the Foreign Borrowing Base on any date of determination; (iv) the sale of accounts receivable owing to a UK Domiciled Obligor arising from sales of Inventory to customers located in Africa and the Middle East, which such sales of accounts receivable are on a non-recourse basis; provided, that (A) the relevant UK Domiciled Obligor has notified Agent of such Asset 150 Disposition for the purposes of the UK AR Deed of Release, (B) the Net Proceeds resulting from such Asset Disposition shall be paid directly to a Foreign Dominion Account in accordance with Section 8.2.5, and (C) such accounts receivable are not included in the calculation of the Foreign Borrowing Base on any date of determination; and (hl) Dispositions any Asset Disposition of any other Property so long as (i) such Asset Disposition is for not less than the fair market value thereof and any non-cash or Cash Equivalent consideration resulting from such Asset Disposition shall be limited to not more than 25% of the total consideration for such Asset Disposition; provided that, for purposes of this clause (i), Deemed Non-Cash Consideration will be deemed to be cash, (ii) if such Asset Disposition involves ABL Facility Priority Collateral in excess of $1,000,000, the applicable Borrower Agent shall have delivered to Agent a Borrowing Base Certificate giving pro forma effect to such Asset Disposition and, to the extent applicable, shall have complied with Section 5.2 and Section 8.1; and (iii) no Overadvance and no Default or Event of Default shall have occurred and be continuing before and after giving effect to such Asset Disposition; provided that clause (i) above shall not be applicable to any year Asset Disposition (A) having an aggregate fair market value of less than $10,000,000; (B) of the assets or Equity Interests of any Subsidiary engaged in retail operations that is not an Obligor; (C) of the Equity Interests in, or any assets constituting all or any portion of, Nuvera Fuel Cells, LLC (including for non-cash consideration) and any other property, non-core assets (including capital stock for non-cash consideration) related thereto that are disposed of its Subsidiaries and Affiliates) in connection with any such Asset Disposition pursuant to this subclause (C), or businesses of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%D) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due ObligationsProperty described on Schedule 1.1(d).

Disposition of Assets. Each Borrower agrees that it The Company shall not, and shall not permit any Disposition of its Wholly-Owned Subsidiaries and/or Significant Subsidiaries to, sell, assign, lease, transfer or otherwise dispose of (whether in one or a series of transactions) of any property or assets (including Accounts, accounts and notes receivable, and/or chattel paper, receivable with or without recourse) or enter into any agreement so to dodo any of the foregoing, except: (a) Dispositions of Motor Vehicles and other Inventory inventory or equipment (including, without limitation, repossessed and/or off lease property of Green Tree), all in the ordinary course of business; (b) Dispositions the sale of assets, properties or businesses by the Company or any of its Subsidiaries to any other Subsidiary or equipment to the Company; providedextent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, however, other than Dispositions or the proceeds of such sale are reasonably promptly applied to newly created Subsidiaries which become Borrowers for purposes the purchase price of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of businessreplacement equipment; (c) Dispositions of Equipment and Investments (other property which is obsolete, worn out or no longer used than Investments in or useful to such Person’s Persons engaged in insurance lines of business, all ) in the ordinary course of business; (d) Dispositions occurring as of (i) sub-prime automobile loans held by such Person in connection with the result securitization of a casualty eventsuch sub-prime automobile loans, condemnation (ii) in the case of any Green Tree Entity, loans, leases, receivables, installment contracts and other financial products originated, acquired, sold or expropriationsecuritized by such Green Tree Entity or (iii) interests in or components of Interest Only Securities; (e) Dispositions pursuant not otherwise permitted hereunder, provided that (i) the Net Proceeds of such Disposition are reinvested within 270 days after disposition (A) with respect to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course insurance lines of business; (g) Dispositions as permitted , in Section 10.3; and (h) Dispositions in any year insurance lines of other property, assets (including capital stock business similar to the insurance lines of its Subsidiaries and Affiliates) or businesses business of the Company not otherwise permitted by clauses and the Subsidiaries at such time or (aB) through with respect to non-insurance lines of business, in business lines similar to the business lines of the Company and its Subsidiaries at such time, (gii) the aggregate cumulative GAAP gain since the Closing Date arising out of this Section 10.4; providedsuch Dispositions, that the proceeds realized from of which are not reinvested in business lines similar to the business lines of the assets disposed of do not at any time exceed 25% of Total Shareholders' Equity at such time or (iii) the Company applies the Net Proceeds of such Disposition to the Obligations and permanently reduces the Commitments by the amount of the Net Proceeds of such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligationsaccordance with Section 2.09(a).

Disposition of Assets. Each Borrower agrees that it shall Except as provided in Section 10.6, the Company will not and will not permit any Subsidiary to, directly or indirectly, sell, lease, transfer or otherwise dispose of (collectively a “Disposition”) any of its assets, whether now owned or hereafter acquired, unless after giving effect to any proposed Disposition, the aggregate net book value of all assets of the Company and its Subsidiaries that were the subject of a Disposition during the period (whether x) commencing on January 1, 2015 and ending on the date of such proposed Disposition does not exceed 10% of Consolidated Total Assets and (y) commencing on the first day of the then current fiscal year of the Company and ending on the date of such proposed Disposition does not exceed 5% of Consolidated Total Assets (Consolidated Total Assets in one or a series each case to be determined as at the end of transactions) the immediately preceding fiscal year), provided that the following Dispositions shall not be taken into account for purposes of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, exceptthis Section 10.5: (a) Dispositions of Motor Vehicles and other Inventory any Disposition in the ordinary course of business; (b) Dispositions the Disposition of assetsthe Company’s Electric Systems Work Center Facility located in Shelton, properties or businesses Connecticut; (c) Sale and Leaseback Transactions permitted by Section 10.4; and (d) any other Disposition for fair value to the extent that the Net Proceeds Amount of such Disposition is applied within 360 days after the date thereof (i) to the acquisition of other assets for use in the business of the Company or any Subsidiary (such assets not to include cash or marketable securities) or (ii) to reduce outstanding unsubordinated Indebtedness of its Subsidiaries to the Company or any Subsidiary (other Subsidiary or than Indebtedness owed to the CompanyCompany or a Subsidiary); provided, however, that, in respect of prepayments of unsubordinated Indebtedness, the Company shall offer to prepay the Notes pro rata with all other than Dispositions such unsubordinated Indebtedness then being prepaid, such pro rata portion of the Notes to newly created Subsidiaries be calculated by multiplying (A) the aggregate principal amount of unsubordinated Indebtedness to be so repaid by (B) a fraction, the numerator of which become Borrowers for purposes is the aggregate principal amount of complying with Dealer/Manufacturer Agreements, Notes then outstanding and the denominator of which is the aggregate principal amount of unsubordinated Indebtedness then outstanding (including the Notes) that may receive any portion of such prepayment. It is understood and agreed by the Company that any such Disposition made proceeds paid and applied to a Ford Borrower or a GM Borrower the prepayment of the Notes as hereinabove provided shall be made on an arms-length basis for fair market value for cash offered and only in prepaid as and to the ordinary course of business; (c) Dispositions of Equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3; and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligations.extent provided below:

Disposition of Assets. Each Borrower agrees that it shall not permit Make any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to doAsset Disposition, except: (a) Dispositions sales of Motor Vehicles and other Inventory inventory in the ordinary course Ordinary Course of businessBusiness; (b) Dispositions sales, trade-ins or dispositions of assetsused, properties or businesses by the Company or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of business; (c) Dispositions of Equipment and other property which is obsolete, worn out or no longer used in surplus equipment or useful to such Person’s business, all property for value in the ordinary course Ordinary Course of businessBusiness, (c) so long as no Event of Default shall exist, (i) sales and transfers of any property or asset (other than material Intellectual Property) in connection with a Sale and Leaseback Transaction that complies with the requirements of Section 10.2.18 and (ii) non-exclusive licenses of Intellectual Property in the Ordinary Course of Business; (d) Dispositions occurring as the result termination of a casualty event, condemnation lease of real or expropriationpersonal Property that could not reasonably be expected to have a Material Adverse Effect; (e) Dispositions pursuant a transfer of Property by a Subsidiary or Obligor to Qualified Sale/Leaseback Transactionsan Obligor (provided, if transferred from a Borrowing Base Party, such Obligor shall also be a Borrowing Base Party of the same Class); (f) other Asset Dispositions (of chattel paper Property other than Borrowing Base Assets) in any Fiscal Year that, together with all other property of the Obligors and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course their Subsidiaries previously Disposed of businessas permitted by this clause (f) during any Fiscal Year, does not exceed $5,000,000; (g) Dispositions as a Distribution permitted in under Section 10.3; and10.2.4; (h) Dispositions in any year for fair market value of other equipment or real property to the extent that (i) such equipment or real 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 equipment or real property, assets ; (including capital stock of its Subsidiaries and Affiliatesi) or businesses Dispositions that consist of the Company sale or discount of overdue accounts receivable (other than accounts receivable of a UK Borrower unless Agent has provided consent to such disposition by the relevant UK Borrower) that are not otherwise Eligible Accounts in the Ordinary Course of Business, but only in connection with the compromise or collection thereof; and (j) any assignment or sale of Accounts pursuant to an Approved Supplier Finance Arrangement. provided that all Asset Dispositions permitted by clauses hereby (aother than with respect to clause (j) through (gabove) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) shall be for fair market value and at least 75% of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year consideration paid therefor shall be in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligationscash.

Disposition of Assets. Each The Borrower agrees that it shall will not, and will not --------------------- permit any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: (a) Dispositions of Motor Vehicles and other Inventory in the ordinary course of business; (b) Dispositions of assets, properties or businesses by the Company or any of its Subsidiaries to, become a party to or agree to or effect any other Subsidiary disposition of assets without the prior written approval of the Majority Banks, except as set forth below: (i) The Borrower may sell or substitute Base Contracts and beneficial interests in VOIs and Lots underlying such Base Contracts to FCI (pursuant to ss.8.16 hereto), FCC, FRC and FFC provided that -------- ---- (a) the Company; provided, however, other terms of each such sale are no less favorable than Dispositions those contained the Operating Agreement (with respect to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made sales from the Borrower to a Ford Borrower FCI) or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course Receivables Purchase Agreements (with respect to sales from the Borrower to FCC, FRC and FFC), (b) the proceeds of business; each such sale are deposited in the BKB Concentration Account and applied in accordance with the provisions of ss.2.10 or ss.2.11, as applicable, and (c) Dispositions no Default or Event of Equipment Default has occurred and other property which is obsoletecontinuing, worn out or no longer used in or useful would occur after giving effect to such Person’s businessdisposition. (ii) The Borrower or its Subsidiaries may sell Base Contracts and beneficial interests in VOIs and Lots underlying such Base Contracts to unrelated third parties provided that (a) each such sale is for -------- ---- cash, (b) the purchase price of the Base Contracts sold shall not be less than 80% of the principal components of such Base Contracts plus all accrued and unpaid interest on such Base Contracts, (c) the proceeds of each such sale are deposited in the ordinary course BKB Concentration Account and applied in accordance with the provisions of business; ss.2.10 or ss.2.11, as applicable, and (d) Dispositions occurring as the result no Default or Event of a casualty eventDefault has occurred and is continuing, condemnation or expropriation;would occur after giving effect to such disposition. (eiii) Dispositions The Borrower may sell Base Contracts and beneficial interests in VOIs and Lots underlying such Base Contracts to special-purpose bankruptcy-remote Subsidiaries of the Borrower (other than FCC, FRC and FFC) pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3; and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise Securitizations permitted by clauses ss.9.1(f), provided that (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) cash portion of the tangible assets purchase price of -------- ---- the Base Contracts sold shall not be less than 80% of the Company as of the beginning principal components of such year Base Contracts plus all accrued and unpaid interest on such Base Contracts, (b) the cash proceeds of such sale are either reinvested within one deposited in the BKB Concentration Account and applied in accordance with the provisions of ss.2.10 or ss.2.11, as applicable, and (1c) year in similar assets no Default or used Event of Default has occurred and is continuing, or would occur after giving effect to repay senior Indebtedness of the Company after satisfaction of any currently due Obligationssuch disposition.

Disposition of Assets. Each The Borrower agrees that shall not, nor shall it shall not suffer or permit any Subsidiary to, directly or indirectly, make any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to domake any Disposition, except: (a) Dispositions of Motor Vehicles and other Inventory inventory, or used, worn‑out or surplus property, all in the ordinary course of business; (b) Dispositions the sale of assets, properties or businesses by the Company or any of its Subsidiaries to any other Subsidiary or equipment to the Company; providedextent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, however, other than Dispositions or the proceeds of such sale are reasonably promptly applied to newly created Subsidiaries which become Borrowers for purposes the purchase price of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of businessreplacement equipment; (c) Dispositions of Equipment and other property which is obsoleteReceivables of the Borrower or any Subsidiaries to Red Iron and, worn out or no longer used in or useful to such Person’s businessthe extent the TCC Trigger Event has occurred, all in the ordinary course of businessTCC; (d) Dispositions occurring as by any Originator of Receivables pursuant to Receivables Purchase Facilities or other Disposition of Receivables at any time of the result Borrower or its Subsidiaries, whether pursuant to a securitization facility, a factoring arrangement or other manner of a casualty event, condemnation or expropriationmonetization thereof provided that the outstanding unpaid amount of all such Receivables so sold in the aggregate shall not at any time exceed $200,000,000; provided further that Dispositions made in connection with any Floor Plan Financing Arrangements shall not be subject to the proviso of this clause (d); (ei) Dispositions made in accordance with the Borrower’s investment policy, (ii) made in connection with Acquisitions, (iii) Dispositions of interests in Joint Ventures; (iv) Dispositions made in connection with Swap Contracts, (v) permitted Dispositions of Subsidiaries, (vi) Dispositions in connection with purchases by the Borrower of shares of its capital stock and associated rights to purchase shares of the Borrower’s preferred stock pursuant to Qualified Sale/Leaseback Transactionsthe Borrower’s shareholder rights plan to the extent permitted by Sections 6.11 and 7.04(c), and (vii) disposition of Equity Interests in Red Iron; (f) Dispositions not otherwise permitted hereunder; provided, that (i) at the time of chattel paper any such Disposition, no Event of Default shall exist or shall result from such disposition and Cash Equivalents (ii) the aggregate value of all assets so sold by the Borrower and its Subsidiaries shall not exceed in any fiscal year 15% of the consolidated total assets of the Borrower and its Subsidiaries determined as of the end of the most recently ended fiscal quarter of the Borrower; (g) the Borrower or any Subsidiary may sell, assign, lease, convey, transfer or otherwise dispose of assets to third parties pursuant to arm’s length transactions the Borrower or a Wholly-Owned Subsidiary or in connection with the discontinuance of any line of business if the discontinuance of such line of business will not result in a Material Adverse Effect; (h) Dispositions or transfers of cash or other property including capital stock (i) in payment for fair value goods or services in the ordinary course of businessbusiness to the extent not otherwise prohibited hereunder and (ii) in connection with investments, including (A) investments in accordance with the Borrower’s investment policy as adopted from time to time, (B) extensions of credit in the nature of accounts receivable or notes receivable arising from the sale or lease of goods or services in the ordinary course of business or extensions of credit by the Borrower to any of the Borrower’s Wholly-Owned Subsidiaries or by any of the Borrower’s Wholly-Owned Subsidiaries to the Borrower or to another of the Borrower’s Wholly-Owned Subsidiaries or extensions of credit made in the ordinary course of its business consistent with past practices to distributors or dealers of the Borrower’s and its Subsidiaries’ products, (C) investments incurred in order to consummate Acquisitions, (D) investments in Joint Ventures, (E) investments under Swap Contracts, (F) investments made in Subsidiaries, and (G) investments in Red Iron; (gi) Dispositions as resulting from any casualty or condemnation; (j) Dispositions in connection with Restricted Payments permitted under Section 7.04; (k) Dispositions in Section 10.3connection with the granting of Permitted Liens; and (hl) Dispositions in any year connection with the payment of other property, assets (including capital stock of its Subsidiaries and Affiliates) Contingent Obligations or businesses of the Company Indebtedness not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligationsprohibited hereunder.

Disposition of Assets. Each Borrower agrees that it shall not permit (a) Permit any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: (ai) Dispositions of Motor Vehicles and other Inventory inventory in the ordinary course of business; (bii) Dispositions of assets, properties or businesses (including the capital stock of Subsidiaries and Franchises) by the Company or any of its Subsidiaries Subsidiaries, including Disposition of assets, including Franchises, the Disposition of which the Company determines to any other Subsidiary or to be in its best interest; provided that (A) no Event of Default will result from such Disposition, (B) the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower Company shall be made on an arms-length basis for fair market value for cash in compliance with Section 7.11, (C) the Total Revolving Outstandings shall not exceed the lesser of the pro forma Revolving Borrowing Base or the Aggregate Revolving Commitments, (D) the Total Used Vehicle Floorplan Outstandings shall not exceed the lesser of the pro forma Used Vehicle Floorplan Borrowing Base or the Aggregate Used Vehicle Floorplan Commitments and only (E) the Total New Vehicle Floorplan Outstandings shall not exceed the Aggregate New Vehicle Floorplan Commitments, in the ordinary course of business;each case, after giving effect to such Disposition. (ciii) Dispositions of Equipment equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of business; (div) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3; and (hv) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (aa)(i) through (giv) of this Section 10.47.04(a); provided, provided that the proceeds Net Cash Proceeds (excluding income taxes reasonably estimated to be actually payable within two years of the date of such Disposition as a result of any gain recognized in connection therewith) realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar useful assets or used to repay the Obligations, or, with the consent of the Administrative Agent, other senior Indebtedness (without any permanent reduction of any applicable Commitments); (vi) Dispositions pursuant to Qualified Sale/Leaseback Transactions so long as no Event of Default exists under Section 8.01(b) or (e); (vii) Dispositions of chattel paper, Accounts arising from the wholesale of parts and accessories, and retail sales contracts, in each case in arms-length transactions for fair value in the ordinary course of business; (viii) As permitted in Section 7.03; and (ix) Dispositions of assets (i) by the Company to any Syndicated Loan Party, (ii) by any Subsidiary to the Company or any Syndicated Loan Party, or (iii) by any Subsidiary that is not a Syndicated Loan Party to another Subsidiary that is not a Syndicated Loan Party; provided, however, that if the recipient of such assets would be a Restricted Subsidiary (after giving effect to such Disposition), such recipient shall be a Subsidiary Guarantor; provided, that in the case of a Disposition pursuant to clause (a)(ii), (iv), (v) or (vi), (i) if the aggregate expected Disposition Proceeds of such Disposition are greater than $50,000,000, the 80 Company shall have given notice to the Administrative Agent stating the proposed date of such Disposition and the expected amount of Disposition Proceeds, and (ii) if the aggregate expected Disposition Proceeds of such Disposition are greater than $75,000,000, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Disposition and all other Dispositions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after satisfaction giving effect to such Disposition, as evidenced by a Pro Forma Compliance Certificate, delivered simultaneously with such pro forma historical financial statements. The Revolving Borrowing Base or Used Vehicle Floorplan Borrowing Base (as applicable) shall not change as a result of such Disposition until such Disposition actually occurs, and the Company and its Subsidiaries shall promptly notify the Administrative Agent when such Disposition occurs or if the date of such Disposition or amount of such Disposition Proceeds has changed or is expected to change. (b) Permit any Disposition (whether in one or a series of transactions) of any currently due ObligationsFinanced Property or any portion of any Financed Property, or enter into an agreement to do so, except Permitted Financed Property Dispositions. Notwithstanding anything to the contrary contained in this Section 7.04, neither the Company nor any Subsidiary may make any Disposition (other than, to the extent constituting a Disposition, any Investment in any Designated Escrow Subsidiary permitted under Section 7.05) to any Designated Escrow Subsidiary during the term of this Agreement.

Disposition of Assets. Each Borrower agrees that it shall Except as provided in Section 10.6, the Company will not and will not permit any Subsidiary to, directly or indirectly, sell, lease, transfer or otherwise dispose of (collectively a “Disposition”) any of its assets, whether now owned or hereafter acquired, unless after giving effect to any proposed Disposition, the aggregate net book value of all assets of the Company and its Subsidiaries that were the subject of a Disposition during the period (whether x) commencing on January 1, 2013 and ending on the date of such proposed Disposition does not exceed 10% of Consolidated Total Assets and (y) commencing on the first day of the then current fiscal year of the Company and ending on the date of such proposed Disposition does not exceed 5% of Consolidated Total Assets (Consolidated Total Assets in one or a series each case to be determined as at the end of transactions) the immediately preceding fiscal year), provided that the following Dispositions shall not be taken into account for purposes of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, exceptthis Section 10.5: (a) Dispositions of Motor Vehicles and other Inventory any Disposition in the ordinary course of business; (b) Dispositions the Disposition of assetsthe Company’s Electric Systems Work Center Facility located in Shelton, properties or businesses Connecticut; (c) Sale and Leaseback Transactions permitted by Section 10.4; and (d) any other Disposition for fair value to the extent that the Net Proceeds Amount of such Disposition is applied within 360 days after the date thereof (i) to the acquisition of other assets for use in the business of the Company or any Subsidiary (such assets not to include cash or marketable securities) or (ii) to reduce outstanding unsubordinated Indebtedness of its Subsidiaries to the Company or any Subsidiary (other Subsidiary or than Indebtedness owed to the CompanyCompany or a Subsidiary); provided, however, that, in respect of prepayments of unsubordinated Indebtedness, the Company shall offer to prepay the Notes pro rata with all other than Dispositions such unsubordinated Indebtedness then being prepaid, such pro rata portion of the Notes to newly created Subsidiaries be calculated by multiplying (A) the aggregate principal amount of unsubordinated Indebtedness to be so repaid by (B) a fraction, the numerator of which become Borrowers for purposes is the aggregate principal amount of complying with Dealer/Manufacturer Agreements, Notes then outstanding and the denominator of which is the aggregate principal amount of unsubordinated Indebtedness then outstanding (including the Notes) that may receive any portion of such prepayment. It is understood and agreed by the Company that any such Disposition made proceeds paid and applied to a Ford Borrower or a GM Borrower the prepayment of the Notes as hereinabove provided shall be made on an arms-length basis for fair market value for cash offered and only in prepaid as and to the ordinary course of business; (c) Dispositions of Equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3; and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligations.extent provided below:

Disposition of Assets. Each Borrower agrees that it Prior to the Springing Covenant End Date, the Company shall not, and shall not permit any Disposition of its Restricted Subsidiaries to, Dispose of (whether in one or a series of transactions) of any property or assets (including Accounts, accounts and notes receivable, and/or chattel paper, receivable with or without recourse) recourse and Capital Stock of any Restricted Subsidiary whether newly issued or enter into any agreement so to dootherwise), except: (a) (i) Dispositions of Motor Vehicles inventory and other Inventory equipment in the ordinary course of business; , (bii) Dispositions of assets, properties cash and Cash Equivalents and (iii) Dispositions of assets obtained through foreclosure or businesses otherwise through the exercise of remedies in respect of obligations owed by a third party to the Company or any of its Restricted Subsidiaries or otherwise in respect of mortgage loans insured by the Company or any of its Subsidiaries to any other Subsidiary or Restricted Subsidiaries; (b) the sale of equipment to the Company; provided, however, other than Dispositions extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment or the proceeds of such sale are reasonably promptly applied to newly created Subsidiaries which become Borrowers for purposes the purchase price of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of businessreplacement equipment; (c) Dispositions of Equipment Investments by any Insurance Subsidiary or Subsidiary thereof (other than Capital Stock of Restricted Subsidiaries engaged in insurance lines of business) and other property which is obsoleteDispositions by the Company or any of its Restricted Subsidiaries of Investments permitted under this Agreement, worn out or no longer used in or useful to such Person’s businesseach case, all in the ordinary course of businessbusiness and consistent with the investment policy approved by the board of directors of the Company or such Subsidiary or the Company, as the case may be; (d) Dispositions occurring (i) by the Company to any Restricted Subsidiary and (ii) by any Restricted Subsidiary to any other Restricted Subsidiary or the Company; provided, that (x) to the extent such Disposition pursuant to the foregoing clause (iii) constitutes an Investment, such Disposition is permitted by Section 7.09 (other than Section 7.09(q)), and (y) otherwise, such Disposition is for fair value, as determined by the result of a casualty event, condemnation or expropriationCompany in good faith; (e) Dispositions any Disposition pursuant to Qualified Sale/Leaseback Transactionsa Reinsurance Agreement so long as such Disposition is entered into in the ordinary course of business for the purpose of managing insurance risk consistent with industry practice; (f) Dispositions of chattel paper obsolete, surplus or worn out property disposed of by the Company or any of its Restricted Subsidiaries; (g) transfers resulting from any casualty or condemnation of property or assets; (h) licenses or sublicenses of intellectual property and Cash Equivalents general intangibles and licenses, leases or subleases of other property which do not materially interfere with the business of the Company and its Restricted Subsidiaries; (i) Dispositions consisting of (A) any merger, consolidation, liquidation, dissolution or other winding-up of the Borrower or any of its Subsidiaries not prohibited by Section 7.07, (B) the making of any Investments permitted by Section 7.09 (other than Section 7.09(q)), (C) the creation, incurrence or assumption of any Lien permitted under Section 7.02, (D) the making of any Restricted Payments permitted by Section 7.08, and (E) Dispositions of property to third parties pursuant the extent that such property constitutes an Investment permitted by Section 7.09 (other than Section 7.09(q)); (j) Dispositions of shares of Capital Stock in order to arm’s length transactions for fair value qualify members of the board of directors or equivalent governing body of the Company or such other nominal shares required to be held other than by the Company, as required by applicable law; (k) the sale, discount, forgiveness or other compromise of notes or other accounts in the ordinary course of businessbusiness or in connection with collection thereof; (gl) issuances of Capital Stock (i) by the Company, (ii) by a directly or indirectly Wholly-Owned Subsidiary of the Company to the Company or to one or more Wholly-Owned Subsidiaries (other than Unrestricted Subsidiaries) of the Company or (iii) by a non-Wholly-Owned Subsidiary of the Company to the respective equity holders of such non-Wholly-Owned Subsidiary, on a pro rata basis; (m) sale and lease back transactions in respect of any property acquired after the Closing Date, and consummated within 365 days after the acquisition of such property; (n) Dispositions not otherwise permitted hereunder (other than pursuant to Reinsurance Agreements, which shall be subject to the limitations in clause (e) above); provided that such Dispositions shall be for fair market value of assets being disposed, as permitted determined by the Company in Section 10.3good faith, not exceeding (i) 15% of Consolidated Net Worth in any calendar year or (ii) 45% of Consolidated Net Worth in the aggregate; and (ho) Dispositions in of mortgage-related assets, mortgage loans, receivables, and other similar financial assets securing Indebtedness incurred under Section 7.01(a)(xviii); provided that this Section 7.03 shall not apply at any year of other property, assets time that the Index Debt is rated at least BBB- or Baa3 (including capital stock of its Subsidiaries and Affiliatesas applicable) or businesses from at least two of the Company not otherwise permitted by clauses (a) through (g) of this Rating Agencies. Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligations7.04 [Reserved].

Disposition of Assets. Each No Borrower agrees that it nor any Subsidiary of any Borrower shall not permit any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: (a) Dispositions of Motor Vehicles and other Inventory inventory in the ordinary course of business; (b) Dispositions of assets, properties or businesses by the Company or any of its Subsidiaries to any other Subsidiary (including Subsidiaries and dealer franchises), transferred or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes otherwise disposed of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of business;business including Disposition of assets, including dealer franchises, the Disposition of which the Company determines to be in its best interest, provided, (A) no Event of Default will result from such Disposition, (B) the Company shall be in compliance with Section 10.11 through Section 10.14 and (C) the total Revolving Credit Loans (including Revolving Credit Swing Line Loans) outstanding should not exceed the Revolving Credit Loan Advance Limit, in each case, after giving effect to such Disposition. (c) Dispositions of Equipment equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s 's business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3; and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (gd) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness the Obligations; (f) Dispositions pursuant to Qualified Sale/Leaseback Transactions so long as no Event of Default exists under Section 11.1(b), Section 11.1(c), Section 11.1(f), Section 11.1(g), Section 11.3(a), Section 11.3(b), Section 11.3(d), Section 11.3(e), Section 11.3(f), or Section 11.3(g); (g) Dispositions of chattel paper in arms-length transactions for fair value in the Company after satisfaction ordinary course of any currently due Obligations.business; and (h) As permitted in Section 10.3

Disposition of Assets. Each Except as otherwise permitted in Section 8.03, the Borrower agrees that it shall will not and will not permit any Disposition (whether in one Subsidiary to sell, lease, assign, transfer, or a series of transactions) otherwise dispose of any property or of their respective assets (including Accountswithout limitation stock or other Equity Interests in any of the Subsidiaries or any of the voting rights of any such stock or other Equity Interests); provided, notes receivablehowever, and/or chattel paperthat the following dispositions shall be permitted so long as the Borrower and the Subsidiaries, with or without recourse) or enter into any agreement so as applicable, receive full, fair and reasonable consideration at the time of such disposition at least equal to do, exceptthe fair market value of such asset being disposed and the proceeds of such disposition are deposited in accounts of Borrower maintained at the offices of Administrative Agent: (a) Dispositions dispositions of Motor Vehicles and other Inventory inventory in the ordinary course of businessbusiness of the Borrower and its Subsidiaries; (b) Dispositions non-exclusive licenses of assets, properties or businesses intellectual property and leases and licenses of other property by the Company or any of Borrower and its Subsidiaries to any other Subsidiary or their respective customers in connection with providing products and services to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only customers in the ordinary course of business;business of the Borrower and the Subsidiaries. (c) Dispositions of Equipment sales, transfers and other property which dispositions to the Borrower or any wholly-owned Subsidiary that is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of businessa Guarantor; (d) Dispositions occurring as disposition of assets that are worn out, obsolete or no longer used or useful in the result conduct of a casualty event, condemnation or expropriationthe business of the Borrower and the Subsidiaries in Borrower’s reasonable business judgment; (e) Dispositions pursuant disposition of up to Qualified Sale/Leaseback Transactions6 convenience stores during any fiscal year, the proceeds of which are applied to the Obligations; (f) Dispositions disposition of chattel paper and Cash Equivalents up to third parties pursuant to arm’s length transactions for fair 10 convenience stores during any fiscal year, which are replaced by convenience stores of similar value in within six (6) months after the ordinary course disposition of businesssuch stores; (g) Dispositions as disposition of any convenience stores during any fiscal year which are not owned by any entity which is a party to the Security Agreement, which are not subject to a Lien created under the Loan Documents or which are subject to a Lien permitted in under Section 10.3; and8.02 (b) and (c); (h) Dispositions other asset dispositions which do not exceed $1,000,000 in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (g) aggregate during the term of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due ObligationsAgreement.

Disposition of Assets. Each Borrower agrees that it shall not permit Permit any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: (a) Dispositions of Motor Vehicles and other Inventory inventory in the ordinary course of business; (b) Dispositions of assets, properties or businesses (including the capital stock of Subsidiaries and Franchises) by the Company or any of its Subsidiaries Subsidiaries, including Disposition of assets, including Franchises, the Disposition of which the Company determines to any other Subsidiary or to be in its best interest; provided that (A) no Event of Default will result from such Disposition, (B) the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower Company shall be made on an arms-length basis for fair market value for cash in compliance with Section 7.11, (C) the Total Revolving Outstandings shall not exceed the lesser of the pro forma Revolving Borrowing Base or the Aggregate Revolving Commitments, (D) the Total Used Vehicle Floorplan Outstandings shall not exceed the lesser of the pro forma Used Vehicle Floorplan Borrowing Base or the Aggregate Used Vehicle Floorplan Commitments and only (E) the Total New Vehicle Floorplan Outstandings shall not exceed the Aggregate New Vehicle Floorplan Commitments, in the ordinary course of business;each case, after giving effect to such Disposition. (c) Dispositions of Equipment equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3; and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligations.through

Disposition of Assets. Each Borrower agrees that it shall not permit any Disposition (whether in one Sell, lease, license or a series of transactions) otherwise dispose of any property of its Properties, including any disposition of Property as part of a sale and leaseback transaction, to or assets (including Accountsin favor of any Person, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, exceptexcept for: (ai) Dispositions leases of Motor Vehicles Serialized Rental Equipment Inventory and other Inventory in the ordinary course of business; (bii) Dispositions sales or other dispositions of assets, properties Serialized Rental Equipment Inventory in the ordinary course of business (including by way of exchange of such Serialized Rental Equipment Inventory for other Serialized Rental Equipment Inventory of an equal or businesses by the Company or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for greater fair market value pursuant to original equipment manufacturers’ trade packages in the ordinary course of business), provided that if the Net Cash Proceeds of any single disposition or series of related dispositions of such Property exceed $5,000,000 and such Net Cash Proceeds are not reinvested within 180 days after receipt of such Net Cash Proceeds, such proceeds shall be remitted to Administrative Agent for cash application to the Loans and only other Obligations as provided in subsection 3.3.1; (iii) sales of Inventory (other than Serialized Rental Equipment Inventory) in the ordinary course of business; (civ) Dispositions sales of Equipment and Property (other property which than Accounts or Inventory) with a fair market value or a net book value (whichever is obsoletegreater) not exceeding $4,000,000 in the aggregate during any consecutive twelve-month period; (v) transfers of Property to a Borrower by another Borrower or to a Borrower by a Subsidiary of a Borrower; (vi) dispositions of Property that is worn, worn out damaged, uneconomic or obsolete or no longer used in or useful, provided that either (A) (I) such Property is replaced with Property which is used or useful in the business of a Borrower or one of its Subsidiaries (other than Foreign Subsidiaries), (II) the replacement Property is acquired or committed to be purchased within 180 days prior to or following the disposition of the Property that is to be replaced and (III) the replacement Property shall be free and clear of Liens other than Liens securing Permitted Purchase Money Indebtedness or (B) the Net Cash Proceeds of such Person’s businessdisposition are remitted to Administrative Agent for application to the Loans and other Obligations as provided in subsection 3.3.1; (vii) dispositions in the ordinary course of business of investments described in paragraphs (iv), all (v), (vi) and (vii) of the definition of the term “Restricted Investments”; (viii) voluntary terminations of Derivative Obligations in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3; and (hix) Dispositions in any year the sale of other property, assets (including capital stock of its Subsidiaries and Affiliates) all or businesses part of the Company assets or business constituting the Studio and Hoist business units of Borrowers in one or more transactions, provided that (A) each such transaction is for a sales price of not otherwise less than $10,000,000, (B) the consideration received consists solely of (x) cash or (y) a combination of cash and promissory notes issued by the purchaser of such business (provided, that in the case of consideration consisting of promissory notes, (1) such consideration shall not exceed 35% of the aggregate sales price in the case of the Hoist business and 34% of the aggregate sales price in the case of the Studio business, (2) such promissory notes shall be pledged to Administrative Agent, for the benefit of Lenders, pursuant to a pledge agreement in form and substance reasonably satisfactory to Administrative Agent, (3) all payments of principal, interest and other amounts payable under such promissory notes and that are received by Borrowers or their Subsidiaries shall be remitted to Administrative Agent for application in accordance with subsection 3.3.1(ii) and (4) the aggregate principal amount of all promissory notes received as consideration for all asset sales permitted by clauses under this subsection 8.2.8(ix) shall not exceed $7,500,000 at any one time outstanding) and (C) if Borrowers shall have given Administrative Agent written notice prior to the consummation of such sale of Borrowers’ intention to use the Net Cash Proceeds thereof to reinvest in the business of Borrowers through the purchase of assets used or useful in the business of Borrowers, then the Net Cash Proceeds of such sale shall not be required to prepay the Loans; provided further, that if (a) through any Default or Event of Default shall have occurred and be continuing on the date such Net Cash Proceeds are received by any Borrower or at the time of such reinvestment or (gb) Borrowers shall have failed to complete such reinvestment within 180 days after consummation of this Section 10.4the sale of the applicable business unit, then such portion of the Net Cash Proceeds as has not been reinvested at such time shall, if and to the extent required by subsection 3.3.1, be remitted to Administrative Agent for application in accordance with subsection 3.3.1(ii); provided, that sales or other dispositions pursuant to the proceeds realized from such Disposition in any applicable year in excess foregoing clauses (iv), (vi) and (viii) shall only be permitted so long as no Default or Event of ten percent (10%) of Default exists at the tangible assets of the Company as of the beginning time of such year are either reinvested within one (1) year sale or disposition; and provided, further, that if Administrative Agent shall have delivered a Dominion Notice in similar assets or used to repay senior Indebtedness of accordance with subsection 6.2.4, the Company after satisfaction Net Cash Proceeds of any currently due Obligationssale or disposition pursuant to the this subsection 8.2.8 shall be remitted to Administrative Agent for application to the Loans and other Obligations as provided in subsection 3.3.1.

Disposition of Assets. Each Borrower agrees that it shall not permit any Disposition (whether in one or a series of transactions) No Consolidated Entity will Dispose of any property or assets (asset, including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to doCapital Stock, except: (a) Dispositions of Motor Vehicles cash, Permitted Investments and other Inventory current assets, inventory and used or surplus equipment in the ordinary course of business; (b) Dispositions of assets, properties or businesses by the Company or any of its Subsidiaries to any other Subsidiary or to Consolidated Entity; provided that the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes sum of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for the aggregate fair market value for of all assets Disposed of by a Loan Party to any Consolidated Entity that is not a Loan Party (excluding Dispositions consisting of cash and only contributions otherwise permitted by this Agreement) during the term of this Agreement together with all Dispositions permitted under clause (d) of this Section 6.06 shall not exceed 20% of the total tangible assets of the Consolidated Entities as of the last day of the most recently ended fiscal quarter of the Consolidated Entities as determined on a consolidated basis in the ordinary course of businessaccordance with GAAP; (c) Dispositions of Equipment and other property which is obsoleteaccounts receivable and/or related ancillary rights or assets, worn out or no longer used in or useful interests therein to such Person’s business, all in the ordinary course of businessany Receivables Subsidiary pursuant to a Receivables Financing Program; (d) Dispositions occurring of assets (including Capital Stock of Subsidiaries) that are not permitted by any other clause of this Section 6.06; provided that the sum of the aggregate fair market value of all assets Disposed of during the term of this Agreement in reliance upon clause (d) of this Section 6.06, together with all assets Disposed of by a Loan Party to any Consolidated Entity that is not a Loan Party pursuant to clause (b) of this Section 6.06, shall not exceed 20% of the total tangible assets of the Consolidated Entities as of the result last day of the most recently ended fiscal quarter of the Consolidated Entities as determined on a casualty event, condemnation or expropriationconsolidated basis in accordance with GAAP; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions;Disposition of the Arkansas Facility; and (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in assets not otherwise permitted by this Section 6.06; provided, that the ordinary course of business; (g) Dispositions as permitted in Section 10.3; and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses sum of the Company aggregate fair market value of all assets Disposed of during any fiscal year shall not otherwise exceed $1,000,000; provided that (x) all Dispositions permitted by clauses (a) through (gd) of this Section 10.4; provided6.06 shall be made for fair value as agreed to in an arm’s length transaction and (y) any sale, that the proceeds realized from such transfer or Disposition in any applicable year permitted by clauses (b) or (d) of this Section 6.06 for consideration in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of $10,000,000 shall be for at least 50% cash consideration and any non-cash consideration received in connection with such year are either reinvested within one (1) year in similar assets sale, transfer or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligationsdisposition shall be permitted under Section 6.04(g).

Disposition of Assets. Each The Parent Guarantors and the Borrower agrees that it shall will not, and will not suffer or permit any of their respective Subsidiaries to, directly or indirectly, make any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to domake any Disposition, except: (a) any Nexstar Entity may make and agree to make Dispositions to Wholly-Owned Subsidiaries of Motor Vehicles the Borrower or the Borrower after prior written notice to the Administrative Agent describing the Disposition and other Inventory in compliance by the ordinary course transferee with the applicable terms of businessthe Security Documents; (b) so long as no Default or Event of Default exists both before and after giving effect thereto, the Borrower or any Subsidiary of the Borrower may agree to and make Dispositions of assetsStations or the Capital Stock of any Subsidiary of the Borrower so long as (i) the aggregate amount received for all such Dispositions does not exceed $20,000,000 in any Fiscal Year or $40,000,000 in the aggregate occurring on or after the Effective Date until the date the Obligations have been paid in full and the Commitments have been terminated, properties or businesses and (ii) at least 10 Business Days prior to the consummation of any proposed Disposition, the Borrower shall have delivered to the Administrative Agent (A) a certificate signed by a Responsible Officer of the Company or any Borrower, which certificate shall contain (x) financial projections of the Borrower and its Subsidiaries attached to any other Subsidiary or such certificate which have been prepared on a Pro Forma Basis (giving effect to the Company; provided100 consummation of such Disposition) for the period from the proposed date of the consummation of any proposed Disposition to the Stated Maturity Date of the latest to mature of the Term Loans demonstrating compliance for such period with the covenants set forth in Section 8.09, however, (y) a certification to the Administrative Agent and the Banks that all representations and warranties set forth in this Agreement and the other than Dispositions Loan Documents are true and correct as of such date and will be true and correct both before and after giving effect to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made and (z) a certification that no Default or Event of Default exists both before and after giving effect to such Disposition and (B) a Ford Pro Forma Compliance Certificate of the Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course then applicable Measurement Period giving effect to the consummation of businesssuch Disposition; (c) Dispositions of Equipment permitted by Section 8.04(c) and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of business(d); (d) Dispositions occurring as of cash or Cash Equivalents, unless otherwise prohibited under this Agreement or the result of a casualty event, condemnation or expropriationother Loan Documents; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions;permitted under Section 8.13; and (f) Dispositions consisting of chattel paper Sale and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in Leaseback Transactions effected with the ordinary course of business; (g) Dispositions as permitted in Section 10.3; and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses prior written consent of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that Administrative Agent and the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due ObligationsMajority Banks.

Disposition of Assets. Each The Parent Borrower agrees that it shall will not, and will not permit any Disposition (whether in one or a series of transactions) its Restricted Subsidiaries to, Dispose of any property or assets asset, including any Capital Stock owned by it (including Accountsother than Capital Stock of the Parent Borrower held in treasury by the Parent Borrower), notes receivable, and/or chattel paper, with or without recourse) or enter into nor will the Parent Borrower permit any agreement so of its Restricted Subsidiaries to doissue any additional Capital Stock of such Restricted Subsidiary, except: (a) Dispositions (i) sales of Motor Vehicles inventory, obsolete or worn out equipment and Permitted Investments, (ii) leases or licenses of real or personal property, (iii) sale, transfer, abandonment or other Inventory disposition of intellectual property no longer used or useful in the conduct of the business and (iv) conveyances of bank drafts received in the ordinary course of business to financial institutions in exchange for discounted cash payments, in each case in the ordinary course of business; (b) Dispositions of assets, properties or businesses by the Company or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Parent Borrower or a GM Borrower Restricted Subsidiary; provided that any such Dispositions by a Loan Party to a Restricted Subsidiary that is not a Loan Party shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of businesscompliance with Section 6.5; (c) Dispositions sales of Equipment Receivables and other property which is obsoleterelated assets or an interest therein of the type specified in the definition of “Qualified Receivables Transaction” pursuant to a Qualified Receivables Transaction so long as each such transaction shall be a Qualified Receivables Transaction, worn out or no longer used as agreed by the Administrative Agent acting reasonably; provided that the aggregate amount of all Receivables Transaction Attributed Indebtedness in or useful respect to such Person’s business, all in the ordinary course of businessQualified Receivables Transactions shall not exceed $300,000,000; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation[Reserved]; (e) Dispositions pursuant of assets that are not permitted by any other paragraph of this Section 6.6; provided that (i) the aggregate gross proceeds (including any non-cash proceeds, determined on the basis of face amount in the case of notes or similar consideration and on the basis of fair market value in the case of other non-cash proceeds) of all assets Disposed of in reliance upon this paragraph (e) shall not exceed, in any fiscal year of the Parent Borrower, an amount equal to Qualified Sale/Leaseback Transactions15% of the Total Consolidated Assets; provided, however, that Dispositions of assets, if not made to the extent permitted in any fiscal year as provided above in this paragraph (e) (for the avoidance of doubt, starting with the fiscal year ending December 31, 2015), may be made in any subsequent fiscal year on a cumulative basis with the Disposition of assets permitted in such subsequent fiscal year and (ii) any Disposition permitted by this paragraph (e) for a purchase price in excess of $5,000,000 shall be made for fair value and for at least 75% cash consideration; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business;[Reserved]; and (g) Dispositions as permitted in Section 10.3; and (h) Dispositions in of assets to any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses joint venture of the Company not otherwise permitted by clauses (a) through Parent Borrower; provided that any such Disposition pursuant to this clause (g) constitutes an Investment permitted under Section 6.5; For purposes of paragraph (e) of this Section 10.4; provided, that 6.6, (i) the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used following will be deemed to repay senior Indebtedness of the Company after satisfaction of any currently due Obligations.be cash:

Disposition of Assets. Each The Borrower agrees that it shall and the Guarantors will not, and PXRE Group will not permit or cause any Disposition of its Subsidiaries to, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) all or any portion of its assets, business or properties (including, without limitation, any Capital Stock of any property Subsidiary, but excluding any payments of losses or assets (including Accountsother liabilities incurred by an Insurance Subsidiary, notes receivablethe Borrower or PXRE Group pursuant to insurance policies and contracts, and/or chattel paperreinsurance agreements, with weather and similar swap agreements and other commitments entered into by such Insurance Subsidiary, the Borrower or without recourse) PXRE Group in the ordinary course of business), or enter into any agreement so arrangement with any Person providing for the lease by the Borrower or the Guarantors or any Subsidiary as lessee of any material asset that has been sold or transferred by the Borrower or such Guarantor or Subsidiary to dosuch Person, exceptor agree to do any of the foregoing, except for: (ai) Dispositions sales of Motor Vehicles inventory and licenses or leases of intellectual property and other Inventory assets, in each case in the ordinary course of business; (bii) Dispositions the sale or exchange of assets, properties used or businesses by the Company or any of its Subsidiaries to any other Subsidiary or obsolete equipment to the Company; providedextent (y) the proceeds of such sale are applied towards, howeveror such equipment is exchanged for, other than Dispositions to newly created Subsidiaries which become Borrowers replacement equipment or (z) such equipment is no longer necessary for purposes the operations of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford the Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only its applicable Subsidiary in the ordinary course of business; (ciii) Dispositions the sale or other disposition by PXRE Group and its Subsidiaries of Equipment any Guarantor Margin Stock to the extent the fair market value thereof exceeds 25% of the fair market value of the assets of PXRE Group and its Subsidiaries (including Guarantor Margin Stock), provided that fair value is received in exchange therefor; (iv) the sale, lease or other property which is obsoletedisposition of assets by a Subsidiary of the Borrower to the Borrower or its Subsidiary if, worn out immediately after giving effect thereto, no Default or no longer used in or useful to such Person’s business, all Event of Default would exist; (v) sales of investment assets in the ordinary course of business; (dvi) Dispositions occurring as the result sale by PXRE Group and its Subsidiaries of (x) the capital stock or all or any portion of the assets, business or properties of a casualty eventSubsidiary that is not a Material Subsidiary; (y) any asset or group of assets of an Insurance Subsidiary constituting less than (A) in any single transaction or series of related transactions, condemnation ten percent (10%) of Combined Statutory Capital and Surplus as of the last day of the fiscal quarter ending on or expropriation; immediately prior to the date of such sale, and (eB) Dispositions during the term of this Agreement, in the aggregate with all such other sales pursuant to Qualified Sale/Leaseback Transactions; this clause (fvi), thirty percent (30%) Dispositions of chattel paper Combined Statutory Capital and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in Surplus as of the ordinary course end of business; the immediately preceding fiscal quarter; and (gz) Dispositions as permitted in Section 10.3; and any asset or group of assets of a non-Insurance Subsidiary constituting less than (hA) Dispositions in any year single transaction or series of other propertyrelated transactions, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible total assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligations.Borrower and its Subsidiaries on a consolidated

Disposition of Assets. Each Borrower agrees that it shall not permit any Disposition (whether in one or a series of transactions) No Consolidated Entity will Dispose of any property or assets (asset, including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to doCapital Stock, except: (a) Dispositions of Motor Vehicles cash, Permitted Investments and other Inventory current assets, inventory and used or surplus equipment in the ordinary course of business; (b) Dispositions of assets, properties or businesses by the Company or any of its Subsidiaries to any other Subsidiary or to Consolidated Entity; provided that the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes sum of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for the aggregate fair market value for of all assets Disposed of by a Loan Party to any Consolidated Entity that is not a Loan Party (excluding Dispositions consisting of cash and only contributions otherwise permitted by this Agreement) during the term of this Agreement together with all Dispositions permitted under clause (d) of this Section 6.06 shall not exceed 20% of the total tangible assets of the Consolidated Entities as of the last day of the most recently ended fiscal quarter of the Consolidated Entities as determined on a consolidated basis in the ordinary course of businessaccordance with GAAP; (c) Dispositions of Equipment and other property which is obsoleteaccounts receivable and/or related ancillary rights or assets, worn out or no longer used in or useful interests therein to such Person’s business, all in the ordinary course of businessany Receivables Subsidiary pursuant to a Receivables Financing Program; (d) Dispositions occurring of assets (including Capital Stock of Subsidiaries) that are not permitted by any other clause of this Section 6.06; provided that the sum of the aggregate fair market value of all assets Disposed of during the term of this Agreement in reliance upon clause (d) of this Section 6.06, together with all assets Disposed of by a Loan Party to any Consolidated Entity that is not a Loan Party pursuant to clause (b) of this Section 6.06, shall not exceed 20% of the total tangible assets of the Consolidated Entities as of the result last day of the most recently ended fiscal quarter of the Consolidated Entities as determined on a casualty event, condemnation or expropriationconsolidated basis in accordance with GAAP; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions;[Reserved]; and (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in assets not otherwise permitted by this Section 6.06; provided, that the ordinary course of business; (g) Dispositions as permitted in Section 10.3; and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses sum of the Company aggregate fair market value of all assets Disposed of during any fiscal year shall not otherwise exceed $1,000,000; provided that (x) all Dispositions permitted by clauses (a) through (gd) of this Section 10.4; provided6.06 shall be made for fair value as agreed to in an arm’s length transaction and (y) any sale, that the proceeds realized from such transfer or Disposition in any applicable year permitted by clauses (b) or (d) of this Section 6.06 for consideration in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of $10,000,000 shall be for at least 50% cash consideration and any non-cash consideration received in connection with such year are either reinvested within one (1) year in similar assets sale, transfer or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligationsdisposition shall be permitted under Section 6.04(g).

Disposition of Assets. Each Borrower agrees that Except as permitted under Section 10.2, the Company will not, nor will it shall not permit any Disposition of its Subsidiaries to, sell, lease, transfer or otherwise dispose of (whether in one including, with respect to non-cash assets, by way of a dividend or capital contribution) (collectively a series “Disposition”) any of transactions) of any property its properties or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, exceptunless: (a) in the good faith opinion of the Company, the Disposition is in exchange for consideration having a fair value substantially equivalent to or better than that of the property exchanged and is in the reasonable best interest of the Company and its Subsidiaries, taken as a whole; (b) immediately before and after giving effect to the Disposition, no Default or Event of Default would exist and the Company is in Pro Forma Compliance; and (c) immediately after giving effect to the Disposition, the aggregate book value of all the property that was the subject of any Disposition occurring in the then-current fiscal year of the Company would not exceed 10% of the Consolidated Net Tangible Assets as of the end of the then most recently ended fiscal year of the Company. Notwithstanding the foregoing, the following Dispositions shall not be taken into account under this Section 10.7: (i) any Disposition of Motor Vehicles and other Inventory inventory, equipment, fixtures, supplies or materials made in the ordinary course of business; (bii) any Disposition of assets determined by the Company to be obsolete, redundant or otherwise no longer used or useful for the purpose of the Company’s or Subsidiary’s business or operations; (iii) Dispositions of assets, properties cash equivalents or businesses by the Company or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only Hedging Obligations in the ordinary course of business; (civ) Dispositions distributions and dividends permitted under Section 10.8; (v) any Disposition by (A) a Subsidiary to the Company or to another Subsidiary or (B) by the Company to a Subsidiary Guarantor; (vi) issuances of Equipment and Capital Stock or other property equity interests by (A) the Company to any Person or (B) by a Subsidiary to another Subsidiary or the Company; (vii) a Qualified IPO; (viii) the creation or perfection of any Permitted Lien; and (ix) any Disposition for fair value the Net Available Amount of which is obsoleteapplied within 365 days of the date of such Disposition to (A) the permanent repayment of senior Indebtedness of the Company or any Subsidiary, worn out other than Indebtedness between or no longer among the Company and its Subsidiaries or Affiliates or (B) the acquisition of fixed assets to be used in or useful to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3; and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses business of the Company not otherwise permitted by clauses (a) through (g) or any Subsidiary; provided that in connection with any such repayment of this Section 10.4; providedsenior Indebtedness, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) Company shall offer to apply a pro rata amount of the tangible assets Net Available Amount to the prepayment of the Company as of the beginning of Notes, pro rata with all other such year are either reinvested within one (1) year Indebtedness then being repaid, in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligationsaccordance with Section 8.4.

Disposition of Assets. Each Borrower agrees that it shall not permit any Disposition (whether in one or a series of transactions) No Consolidated Entity will Dispose of any property or assets (asset, including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to doCapital Stock, except: (a) Dispositions of Motor Vehicles cash, Permitted Investments and other Inventory current assets, inventory and used or surplus equipment in the ordinary course of business; (b) Dispositions of assets, properties or businesses by the Company or any of its Subsidiaries to any other Subsidiary or to Consolidated Entity; provided that the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes sum of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for the aggregate fair market value for of all assets Disposed of by a Loan Party to any Consolidated Entity that is not a Loan Party (excluding Dispositions consisting of cash and only contributions otherwise permitted by this Agreement) during the term of this Agreement together with all Dispositions permitted under clause (d) of this Section 6.06 shall not exceed 20% of the total tangible assets of the Consolidated Entities as of the last day of the most recently ended fiscal quarter of the Consolidated Entities as determined on a consolidated basis in the ordinary course of businessaccordance with GAAP; (c) Dispositions of Equipment and other property which is obsoleteaccounts receivable and/or related ancillary rights or assets, worn out or no longer used in or useful interests therein to such Person’s business, all in the ordinary course of businessany Receivables Subsidiary pursuant to a Receivables Financing Program; (d) Dispositions occurring of assets (including Capital Stock of Subsidiaries) that are not permitted by any other clause of this Section 6.06; provided that the sum of the aggregate fair market value of all assets Disposed of during the term of this Agreement in reliance upon clause (d) of this Section 6.06, together with all assets Disposed of by a Loan Party to any Consolidated Entity that is not a Loan Party pursuant to clause (b) of this Section 6.06, shall not exceed 20% of the total tangible assets of the Consolidated Entities as of the result last day of the most recently ended fiscal quarter of the Consolidated Entities as determined on a casualty event, condemnation or expropriationconsolidated basis in accordance with GAAP; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions;[Reserved]; and (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in assets not otherwise permitted by this Section 6.06; provided, that the ordinary course of business; (g) Dispositions as permitted in Section 10.3; and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses sum of the Company aggregate fair market value of all assets Disposed of during any fiscal year shall not otherwise exceed $25,000,000; provided that (x) all Dispositions permitted by clauses (a) through (gd) of this Section 10.4; provided6.06 shall be made for fair value as agreed to in an arm’s length transaction and (y) any sale, that the proceeds realized from such transfer or Disposition in any applicable year permitted by clauses (b) or (d) of this Section 6.06 for consideration in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of $25,000,000 shall be for at least 50% cash consideration and any non-cash consideration received in connection with such year are either reinvested within one (1) year in similar assets sale, transfer or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligationsdisposition shall be permitted under Section 6.04(g).

Disposition of Assets. Each Borrower agrees that it The Company and each Guarantor shall not, and shall not permit any Disposition of the Restricted Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) of (collectively, “Dispositions”) any property or assets Property (including Accounts, accounts and notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to dodo any of the foregoing, except: (a) Dispositions of Motor Vehicles and other Inventory in the ordinary course of businessas permitted under Sections 6.10, 7.5, 8.3, 8.4, or 8.10; (b) Dispositions of assets, properties or businesses by the Company or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash inventory including produced Oil and only Gas in the ordinary course of business; (c) Dispositions of Equipment among the Company and other property wholly-owned Restricted Subsidiaries which is obsoleteare Guarantors; (d) used, worn out or no longer used in or useful to such Person’s business, all surplus equipment in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactionsof accounts and notes receivable in the ordinary course of business consistent with past practices; (f) Dispositions of chattel paper interests in Oil and Gas Properties, or portions thereof, that are sold for fair cash consideration (considering any net production proceeds from the effective date of any such Disposition to the closing thereof that are credited against the purchase price payable at such closing as Net Cash Equivalents to third parties Proceeds received by the Company or such Guarantor); provided, however, that the aggregate sales prices (as of the effective date of each particular Disposition) for Dispositions made pursuant to arm’s length transactions for fair value this Section 8.2(f) during any Borrowing Base Period shall not exceed 10% of the Borrowing Base; provided further, however, that any such aggregate Disposition of Oil and Gas Properties in any Borrowing Base Period which result in the ordinary course receipt on a cumulative basis in such period of business;Net Cash Proceeds in excess of 5% of the Borrowing Base (considering any net production proceeds from the effective date of any Disposition to the closing thereof that are credited against the purchase price payable at such closing as Net Cash Proceeds received by the Company or such Guarantor) shall immediately and automatically, and without the need for further act or evidence, reduce the Borrowing Base on a dollar-for-dollar basis (based on the amount attributable by the Administrative Agent to the sold Oil and Gas Properties in the most recent Borrowing Base determination under Section 2.6) and any resulting Deficiency shall be immediately cured by the Company pursuant to Section 2.7(f)(ii); and (g) Dispositions as permitted in Section 10.3; and (h) Dispositions in any year of the sale or other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction disposition of any currently due ObligationsUnrestricted Subsidiary.

Disposition of Assets. Each Borrower agrees that it shall not permit Make any Disposition (whether in one or a series of transactions) of any property or assets (including AccountsAsset Disposition, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, exceptexcept the following: (a) Dispositions any replacement of Motor Vehicles Equipment that is worn, damaged or obsolete with Equipment of like function and other Inventory in value, if the ordinary course replacement Equipment is acquired substantially contemporaneously with such disposition and is free of businessLiens; (b) Dispositions a sale of assets, properties Inventory or businesses by the Company or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only assets in the ordinary course Ordinary Course of businessBusiness; (c) Dispositions termination of Equipment a lease of real or personal Property that is not necessary for the Ordinary Course of Business, could not reasonably be expected to have a Material Adverse Effect and other property which is obsolete, worn out or no longer used in or useful to such Persondoes not result from an Obligor’s business, all in the ordinary course of businessdefault; (d) Asset Dispositions occurring as of Property from Parent or any Restricted Subsidiary to any Obligor, among any of the result of a casualty eventObligors, condemnation from any Obligor to any Restricted Subsidiary not constituting an Obligor to the extent constituting an Investment permitted by Section 10.2.4, or expropriationamong any Restricted Subsidiaries not constituting Obligors, in each case, otherwise in accordance with the Loan Documents; (e) Dispositions Investments and dispositions of Investments in cash and Cash Equivalents permitted pursuant to Qualified Sale/Leaseback TransactionsSection 10.2.4(a); (f) Dispositions the transfer of chattel paper and Cash Equivalents to third parties pursuant to arm’s length Property permitted in connection with transactions for fair value permitted in the ordinary course of businessSection 10.2.7; (g) the sale of accounts receivable and related assets under any receivables factoring, discounting facility or receivables assignment facility by any Foreign Restricted Subsidiary that is not a Borrower in an aggregate amount not to exceed $10,000,000 outstanding at any time; (h) Asset Dispositions of Property in connection with any sale-leaseback transaction not to exceed $80,000,000 (less any Purchase Money Debt outstanding under Section 10.2.1(d)) in the aggregate during the term of this Agreement; (i) the sale of accounts receivable on a non-recourse basis arising from sales of Inventory financed under any Approved Floorplan and Factoring Facility by any Foreign Restricted Subsidiary; (j) the sale of accounts receivable and related assets owing by a customer on a non-recourse basis as permitted part of a supply chain finance program offered by such customer, provided, that in the case of any such sales by an Obligor, (i) no Accounts from the related Account Debtor may be included in the Borrowing Base, (ii) Agent is notified of such program, (iii) all Net Proceeds of such sales are remitted to a Dominion Account and (iv) the documentation for such program is reasonably satisfactory to Agent; (i) the sale of accounts receivable owing to a Foreign Restricted Subsidiary that is not an Obligor arising from sales of Inventory, which such sales of accounts receivable are on a non-recourse basis to one or more Persons financing the purchase of such Inventory by the customer, (ii) the sale of accounts receivable owing to a Foreign Domiciled Obligor (other than a UK Domiciled Obligor) arising from sales of Inventory, which such sales of accounts receivable are on a non-recourse basis to one or more Persons financing the purchase of such Inventory by the customer; provided that (A) the relevant Foreign Domiciled Obligor has notified Agent of such Asset Disposition, (B) the Net Proceeds resulting from such Asset Disposition shall be paid directly to a Foreign Dominion Account in accordance with Section 10.38.2.5 and (C) thereafter, such accounts receivable are not included in the calculation of the Foreign Borrowing Base on any date of determination, and (iii) the sale of accounts receivable owing to a UK Domiciled Obligor arising from sales of Inventory, which such sales of accounts receivable are on a non-recourse basis to one or more Persons financing the purchase of such Inventory by the customer; provided that (A) the relevant UK Domiciled Obligor has notified Agent of such Asset Disposition for the purposes of the UK AR Deed of Release, (B) the Net Proceeds resulting from such Asset Disposition shall be paid directly to a Foreign Dominion Account in accordance with Section 8.2.5 and (C) thereafter, such accounts receivable are not included in the calculation of the Foreign Borrowing Base on any date of determination; (iv) the sale of accounts receivable owing to a UK Domiciled Obligor arising from sales of Inventory to customers located in Africa and the Middle East, which such sales of accounts receivable are on a non-recourse basis; provided, that (A) the relevant UK Domiciled Obligor has notified Agent of such Asset Disposition for the purposes of the UK AR Deed of Release, (B) the Net Proceeds resulting from such Asset Disposition shall be paid directly to a Foreign Dominion Account in accordance with Section 8.2.5, and (C) such accounts receivable are not included in the calculation of the Foreign Borrowing Base on any date of determination; and (hl) Dispositions any Asset Disposition of any other Property so long as (i) such Asset Disposition is for not less than the fair market value thereof and any non-cash or Cash Equivalent consideration resulting from such Asset Disposition shall be limited to not more than 25% of the total consideration for such Asset Disposition; provided that, for purposes of this clause (i), Deemed Non-Cash Consideration will be deemed to be cash, (ii) if such Asset Disposition involves ABL Facility Priority Collateral in excess of $1,000,000, the applicable Borrower Agent shall have delivered to Agent a Borrowing Base Certificate giving pro forma effect to such Asset Disposition and, to the extent applicable, shall have complied with Section 5.2 and Section 8.1; and (iii) no Overadvance and no Default or Event of Default shall have occurred and be continuing before and after giving effect to such Asset Disposition; provided that clause (i) above shall not be applicable to any year Asset Disposition (A) having an aggregate fair market value of less than $10,000,000; (B) of the assets or Equity Interests of any Subsidiary engaged in retail operations that is not an Obligor; (C) of the Equity Interests in, or any assets constituting all or any portion of, Nuvera Fuel Cells, LLC (including for non-cash consideration) and any other property, non-core assets (including capital stock for non-cash consideration) related thereto that are disposed of its Subsidiaries and Affiliates) in connection with any such Asset Disposition pursuant to this subclause (C), or businesses of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%D) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due ObligationsProperty described on Schedule 1.1(d).

Disposition of Assets. Each Borrower agrees that it shall not permit Permit any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: (a) Dispositions of Motor Vehicles and other Inventory inventory in the ordinary course of business; (b) Dispositions of assets, properties or businesses (including the capital stock of Subsidiaries and Franchises) by the Company or any of its Subsidiaries Subsidiaries, including Disposition of assets, including Franchises, the Disposition of which the Company determines to any other Subsidiary or to be in its best interest; provided that (A) no Event of Default will result from such Disposition, (B) the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower Company shall be made on an arms-length basis for fair market value for cash in compliance with Section 7.11, (C) the Total Revolving Outstandings shall not exceed the lesser of the pro forma Revolving Borrowing Base or the Aggregate Revolving Commitments, (D) the Total Used Vehicle Floorplan Outstandings shall not exceed the lesser of the pro forma Used Vehicle Floorplan Borrowing Base or the Aggregate Used Vehicle Floorplan Commitments and only (E) the Total New Vehicle Floorplan Outstandings shall not exceed the Aggregate New Vehicle Floorplan Commitments, in the ordinary course of business;each case, after giving effect to such Disposition. (c) Dispositions of Equipment equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3; and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (gd) of this Section 10.47.04; provided, provided that the proceeds Net Cash Proceeds (excluding income taxes reasonably estimated to be actually payable within two years of the date of such Disposition as a result of any gain recognized in connection therewith) realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar useful assets or used to repay the Obligations, or, with the consent of the Administrative Agent, other senior Indebtedness (without any permanent reduction of any applicable Commitments); (f) Dispositions pursuant to Qualified Sale/Leaseback Transactions so long as no Event of Default exists under Section 8.01(b) or (e); (g) Dispositions of chattel paper, Accounts arising from the wholesale of parts and accessories, and retail sales contracts, in each case in arms-length transactions for fair value in the ordinary course of business; (h) As permitted in Section 7.03; and 140 (i) Dispositions of assets (i) by the Company to any Subsidiary Guarantor, (ii) by any Subsidiary to the Company or any Subsidiary Guarantor, or (iii) by any Subsidiary that is not a Subsidiary Guarantor to another Subsidiary that is not a Subsidiary Guarantor; provided, however, that if the recipient of such assets would be a Restricted Subsidiary (after giving effect to such Disposition), such recipient shall be a Subsidiary Guarantor; provided, that in the case of a Disposition pursuant to clause (b), (d), (e) or (f), (i) if the aggregate expected Disposition Proceeds of such Disposition are greater than $25,000,000, the Company shall have given notice to the Administrative Agent stating the proposed date of such Disposition and the expected amount of Disposition Proceeds, and (ii) if the aggregate expected Disposition Proceeds of such Disposition are greater than $50,000,000, or after giving pro forma effect to such Disposition either the Revolving Borrowing Base or the Used Vehicle Floorplan Borrowing Base is decreased by more than ten percent (10%), (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Disposition and all other Dispositions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after satisfaction giving effect to such Disposition, as evidenced by a Pro Forma Compliance Certificate, Pro Forma Revolving Borrowing Base Certificate and a Pro Forma Used Vehicle Floorplan Borrowing Base Certificate delivered simultaneously with such pro forma historical financial statements. The Revolving Borrowing Base or Used Vehicle Floorplan Borrowing Base (as applicable) shall not change as a result of any currently due Obligationssuch Disposition until such Disposition actually occurs, and the Company and its Subsidiaries shall promptly notify the Administrative Agent when such Disposition occurs or if the date of such Disposition or amount of such Disposition Proceeds has changed or is expected to change.

Disposition of Assets. Each Borrower agrees that it shall not permit Make any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to doAsset Disposition, except: (a) Dispositions of Motor Vehicles and other Inventory in the ordinary course of businessa Permitted Asset Disposition; (b) Dispositions sales or other dispositions of assets, properties or businesses by the Company or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only Equipment in the ordinary course Ordinary Course of Business that are damaged, worn-out, obsolete or no longer used or useable by any Obligor in its respective business; (c) Dispositions the sale, discount or transfer of Equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all delinquent Accounts that are not Eligible Accounts in the ordinary course Ordinary Course of businessBusiness for purposes of collection, so long as no Default or Event of Default exists; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriationdispositions constituting mergers and consolidations permitted by Section 10.2.9; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactionsdispositions necessarily resulting from Investments permitted by Section 10.2.5 or Distributions permitted by Section 10.2.4; (f) Dispositions so long as no Default or Event of chattel paper and Cash Equivalents Default then exists or arises as a result thereof, the wind up, liquidation or dissolution of any Obligor, other than a Borrower (unless such wind up, liquidation or dissolution of a Borrower has been consented to third parties pursuant by Agent, which consent shall not be unreasonably withheld or delayed) or a Subsidiary, other than a Borrower (unless such wind up, liquidation or dissolution of a Borrower has been consented to arm’s length transactions for fair value by Agent, which consent shall not be unreasonably withheld or delayed), if (i) such wind up, liquidation or dissolution is in the ordinary course best interest of businessParent and is not disadvantageous to Agent or Lenders in any way and (ii) the assets of such Obligor or Subsidiary are transferred to the Borrower and/or Guarantor which is (or are) the owner(s) of such Obligor or Subsidiary; (g) Dispositions the issuance of Equity Interests by any Obligor, or any Subsidiary thereof, to the extent not otherwise prohibited by the terms of this Agreement; provided, however, that Agent shall, substantially concurrently with such issuance, be granted a Lien on such Equity Interests so issued to any Obligor as security for the Obligations; (h) a transfer of Property by an Obligor to another Obligor or from any Subsidiary to an Obligor in the Ordinary Course of Business and which complies with the requirements of Section 10.2.17, provided, however, that each such transfer of Property must be made subject to the continuation of Agent’s Lien on such Property so transferred; (i) the sale or other disposition of any Equipment or Real Estate (including Equipment which constitutes a part of the Primary Plant, but otherwise excluding the Primary Plant) to the extent such asset is, within 90 days after the date of such sale or other disposition, replaced with an asset used in the Ordinary Course of Business having equal or greater value than the asset sold or otherwise disposed of or the proceeds thereof are applied to Capital Expenditures permitted hereunder; (j) expenditures of cash and Cash Equivalents in the Ordinary Course of Business (except to the extent that such expenditures are elsewhere restricted or prohibited by, or are otherwise inconsistent with, this Agreement); (k) the sale for fair consideration of assets, including Equipment (including equipment which constitutes a part of the Primary Plant) but excluding the Primary Plant (other than Equipment) and the Company Headquarters, for which the aggregate fair market value of all such assets sold pursuant to this Section 10.2.6(k) does not exceed $20,000,000 in the aggregate during any Fiscal Year, provided that all Net Proceeds from the sale of Collateral constituting Equipment and Real Estate pursuant to this Section 10.2.6(k) (other than an aggregate amount not to exceed $250,000 during any Fiscal Year) are applied to prepay the Loans if and to the extent necessary to eliminate any Overadvance that would exist if the Borrowing Base at such time were redetermined to exclude the Fixed Asset Formula Amount from such determination (or, stated differently, if the Borrowing Base at such time were redetermined based upon the assumption that the Fixed Asset Formula Amount were zero), with the balance (if any, after giving effect to prepayment of the Loans in such amount) remitted to the owner(s) of the assets so sold or otherwise disposed of (or, if Section 5.3.1 requires a greater amount of such Net Proceeds to be applied to prepay the Revolver Loans, Section 5.3.1 shall control); (l) the sale or other disposition of assets, including Equipment which constitutes a part of the Primary Plant but otherwise excluding the Primary Plant, for fair market value if (but only if), after giving effect thereto, Borrowers are in pro forma compliance with the financial covenant set forth in Section 10.310.3.1 (as if such financial covenant were in effect (i.e., without regard to whether any Trigger Period is then in effect) and as if such sale or other disposition had occurred as of the first day of the earliest Fiscal Quarter which would then be included in the relevant consecutive Fiscal Quarter period for purposes of determining compliance with Section 10.3.1 as of the last day of the Fiscal Quarter then most recently ended); (m) Parent may sell the Company Headquarters at a price which is equal to or greater than fair market value or otherwise reasonably acceptable to Agent, and Parent may enter into a sale and leaseback transaction otherwise prohibited by this Agreement with respect thereto (such transactions to be excluded from the limitations on the Net Proceeds set forth above in Section 10.2.6(k); (n) the sale of any Joint Venture interests in Wholesome Sweeteners, Inc. or LSR for full and fair consideration; (o) any Asset Dispositions of (i) the Gramercy Assets to LSR as required by the Joint Venture Agreements of LSR or (ii) any other Real Estate not required by this Agreement to be subject to a Mortgage; (p) the creation or perfection of a Permitted Lien and the exercise by any Person in whose favor a Permitted Lien is granted of any of its rights in respect of such Permitted Lien; (q) the lease or sublease of any property in the Ordinary Course of Business to the extent not otherwise prohibited by the terms of this Agreement; and (hr) Dispositions Permitted IP Dispositions; provided, however, that (i) the sales or other dispositions referred to in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (gr) preceding shall not be permitted unless Agent, for the benefit of itself and Secured Parties, has a perfected, first priority Lien (subject only to Permitted Liens) on all proceeds (including, without limitation, any property or asset received in exchange for or replacement of the property or asset sold or otherwise disposed of) of this Section 10.4; providedsuch sale or other disposition at the time of such sale or other disposition, that (ii) except for Permitted IP Dispositions, no trademarks, service marks, tradenames, or other Intellectual Property of any material value may be sold or otherwise disposed of without the proceeds realized from such Disposition in any applicable year in excess prior written consent of ten percent Agent, and (10%iii) Borrowers shall at all times retain the full and complete right to sell all of the tangible assets of the Company their Inventory utilizing all trademarks, service marks, tradenames, and other Intellectual Property which is, as of the beginning Closing Date, utilized in connection with the sale thereof, other than packaging Inventory on which is imprinted or otherwise contained trademarks, service marks, or tradenames which are not owned by any Borrower or other Obligor and on which trademarks, service marks, tradenames, or other Intellectual Property of such year Borrowers and Obligors are either reinvested within one (1) year in similar assets not imprinted or used to repay senior Indebtedness of the Company after satisfaction otherwise contained. Obligors shall apply all Net Proceeds of any currently due Obligationssuch Asset Disposition to the Loans to the extent required by Section 5.2 and/or Section 5.3.

Disposition of Assets. Each Borrower agrees that it shall not permit Permit any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: (a) Dispositions of Motor Vehicles and other Inventory inventory in the ordinary course of business; (b) Dispositions of assets, properties or businesses (including the capital stock of Subsidiaries and Franchises) by the Company or any of its Subsidiaries Subsidiaries, including Disposition of assets, including Franchises, the Disposition of which the Company determines to any other Subsidiary or to be in its best interest; provided that (A) no Event of Default will result from such Disposition, (B) the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower Company shall be made on an arms-length basis for fair market value for cash in compliance with Section 7.11, (C) the Total Revolving Outstandings shall not exceed the lesser of the pro forma Revolving Borrowing Base or the Aggregate Revolving Commitments, (D) the Total Used Vehicle Floorplan Outstandings shall not exceed the lesser of the pro forma Used Vehicle Floorplan Borrowing Base or the Aggregate Used Vehicle Floorplan Commitments and only (E) the Total New Vehicle Floorplan Outstandings shall not exceed the Aggregate New Vehicle Floorplan Commitments, in the ordinary course of business;each case, after giving effect to such Disposition. (c) Dispositions of Equipment equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3; and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (gd) of this Section 10.47.04; provided, provided that the proceeds Net Cash Proceeds (excluding income taxes reasonably estimated to be actually payable within two years of the date of such Disposition as a result of any gain recognized in connection therewith) realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar useful assets or used to repay the Obligations, or, with the consent of the Administrative Agent, other senior Indebtedness (without any permanent reduction of any applicable Commitments); (f) Dispositions pursuant to Qualified Sale/Leaseback Transactions so long as no Event of Default exists under Section 8.01(b) or (e); (g) Dispositions of chattel paper, Accounts arising from the wholesale of parts and accessories, and retail sales contracts, in each case in arms-length transactions for fair value in the ordinary course of business; (h) As permitted in Section 7.03; and (i) Dispositions of assets (i) by the Company to any Subsidiary Guarantor, (ii) by any Subsidiary to the Company or any Subsidiary Guarantor, or (iii) by any Subsidiary that is not a Subsidiary Guarantor to another Subsidiary that is not a Subsidiary Guarantor; provided, however, that if the recipient of such assets would be a Restricted Subsidiary (after giving effect to such Disposition), such recipient shall be a Subsidiary Guarantor; provided, that in the case of a Disposition pursuant to clause (b), (d), (e) or (f), (i) if the aggregate expected Disposition Proceeds of such Disposition are greater than $50,000,000, the Company shall have given notice to the Administrative Agent stating the proposed date of such Disposition and the expected 132 amount of Disposition Proceeds, and (ii) if the aggregate expected Disposition Proceeds of such Disposition are greater than $75,000,000, or after giving pro forma effect to such Disposition either the Revolving Borrowing Base or the Used Vehicle Floorplan Borrowing Base is decreased by more than ten percent (10%), (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Disposition and all other Dispositions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after satisfaction giving effect to such Disposition, as evidenced by a Pro Forma Compliance Certificate, Pro Forma Revolving Borrowing Base Certificate and a Pro Forma Used Vehicle Floorplan Borrowing Base Certificate delivered simultaneously with such pro forma historical financial statements. The Revolving Borrowing Base or Used Vehicle Floorplan Borrowing Base (as applicable) shall not change as a result of such Disposition until such Disposition actually occurs, and the Company and its Subsidiaries shall promptly notify the Administrative Agent when such Disposition occurs or if the date of such Disposition or amount of such Disposition Proceeds has changed or is expected to change. Notwithstanding anything to the contrary contained in this Section 7.04, neither the Company nor any currently due ObligationsSubsidiary may make any Disposition (other than, to the extent constituting a Disposition, any Investment in any Designated Escrow Subsidiary permitted under Section 7.05) to any Designated Escrow Subsidiary during the term of this Agreement.

Disposition of Assets. Each Borrower agrees that it shall not permit Make any Disposition, except for as long as no Default or Event of Default exists or would result therefrom, a Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, exceptconstituting: (a) Dispositions the sale of Motor Vehicles and other Inventory in the ordinary course Ordinary Course of businessBusiness; (b) Dispositions the use, transfer or disposition of assets, properties or businesses cash and Cash Equivalents pursuant to any transaction not prohibited by the Company or any terms of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of businessLoan Documents; (c) Dispositions a Disposition of Equipment and other property which is obsolete, worn out unmerchantable or no longer used in or useful to such Person’s business, all otherwise unsalable Inventory that is not included in the ordinary course of businessBorrowing Base; (d) Dispositions occurring as the result a transfer of Property by a casualty event, condemnation Restricted Subsidiary or expropriationObligor to another Obligor or solely among Restricted Subsidiaries that are not Obligors; (e) Dispositions pursuant to Qualified Sale/Leaseback TransactionsDistributions permitted under Section 10.2.3 and Investments permitted under Section 10.2.4; (f) Dispositions the Disposition of chattel paper any Equity Interest (i) in a Subsidiary to any Obligor and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value (ii) in the ordinary course of businessany Unrestricted Subsidiary; (g) Dispositions as permitted the issuance of Equity Interests (other than Disqualified Equity Interests) in Section 10.3; andthe Company to the extent such issuance does not result in a Change of Control; (h) Dispositions in the sale or transfer of equipment and other personal property that is no longer necessary for the business of an Obligor or is replaced by equipment or other personal property of at least comparable value and use; (i) non-exclusive licensing and cross-licensing arrangements involving any year of technology or other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses intellectual property of the Company or any Restricted Subsidiary in the Ordinary Course of Business; (j) the abandonment of any rights, franchises, licenses, or intellectual property that any Obligor reasonably determines are no longer useful in its business or commercially desirable; (k) the transfer of interests in any Sand Properties, or portions thereof, to which no Sand Reserves are attributed; (l) the transfer of Property (other than ABL Priority Collateral) in connection with a Casualty Event; (m) the sale, disposition or other transfer of any Properties (other than Accounts) that are not otherwise permitted regulated by clauses (a) through (gl) of this Section 10.410.2.5 having a Fair Market Value not to exceed $10,000,000 in the aggregate during any 12-month period; provided that (i) the Borrower Agent shall deliver an updated Borrowing Base Report prior to giving effect to such sale, disposition, or other transfer if more than 5.0% of the assets included in the most recent calculation of the Borrowing Base are being disposed of pursuant to this clause (m), (ii) no Overadvance shall exist or result therefrom, and (iii) Obligors shall comply with Section 5.2, if applicable; (n) the sale, disposition or other transfer of any Property (other than Accounts), if such Property is so sold, disposed of or transferred for Fair Market Value; provided that the applicable Obligor or Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents; provided, further, that, for purposes of determining what constitutes cash and Cash Equivalents under this clause (n) in connection with any disposition, sale or transfer of any Property (other than with respect to any Disposition of any ABL Priority Collateral), up to $5,000,000 of any Designated Non-Cash Consideration received by the applicable Obligor or such Restricted Subsidiary in respect of such Property, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (n) that is outstanding at the proceeds realized from time such Disposition in any applicable year in excess of ten percent Designated Non-Cash Consideration is received, shall be deemed to be cash; provided however (10%i) the Borrower Agent shall deliver an updated Borrowing Base Report if more than 5.0% of the tangible assets included in the most recent calculation of the Company as Borrowing Base are being disposed of pursuant to this clause (n), (ii) Obligors shall comply with Section 5.2, if applicable, and (iii) no Overadvance shall exist or result therefrom; and (o) the beginning transfer of such year are either reinvested within one Property by means of a transaction expressly permitted under Section 10.2.7; and (1p) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due ObligationsSpecified IPO Event Transactions.

Disposition of Assets. Each Borrower agrees that it shall not permit Permit any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: (a) Dispositions of Motor Vehicles and other Inventory inventory in the ordinary course of business; (b) Dispositions of assets, properties or businesses (including the capital stock of Subsidiaries and Franchises) by the Company or any of its Subsidiaries Subsidiaries, including Disposition of assets, including Franchises, the Disposition of which the Company determines to any other Subsidiary or to be in its best interest; provided that (A) no Event of Default will result from such Disposition, (B) the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower Company shall be made on an arms-length basis for fair market value for cash in compliance with Section 7.11, (C) the Total Revolving Outstandings shall not exceed the lesser of the pro forma Revolving Borrowing Base or the Aggregate Revolving Commitments, (D) the Total Used Vehicle Floorplan Outstandings shall not exceed the lesser of the pro forma Used Vehicle Floorplan Borrowing Base or the Aggregate Used Vehicle Floorplan Commitments and only (E) the Total New Vehicle Floorplan Outstandings shall not exceed the Aggregate New Vehicle Floorplan Commitments, in the ordinary course of business;each case, after giving effect to such Disposition. (c) Dispositions of Equipment equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3; and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (gd) of this Section 10.47.04; provided, provided that the proceeds Net Cash Proceeds (excluding income taxes reasonably estimated to be actually payable within two years of the date of such Disposition as a result of any gain recognized in connection therewith) realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar useful assets or used to repay the Obligations, or, with the consent of the Administrative Agent, other senior Indebtedness (without any permanent reduction of any applicable Commitments); (f) Dispositions pursuant to Qualified Sale/Leaseback Transactions so long as no Event of Default exists under Section 8.01(b) or (e); (g) Dispositions of chattel paper, Accounts arising from the wholesale of parts and accessories, and retail sales contracts, in each case in arms-length transactions for fair value in the ordinary course of business; (h) As permitted in Section 7.03; and (i) Dispositions of assets (i) by the Company to any Subsidiary Guarantor, (ii) by any Subsidiary to the Company or any Subsidiary Guarantor, or (iii) by any Subsidiary that is not a Subsidiary Guarantor to another Subsidiary that is not a Subsidiary Guarantor; provided, however, that if the recipient of such assets would be a Restricted Subsidiary (after giving effect to such Disposition), such recipient shall be a Subsidiary Guarantor; provided, that in the case of a Disposition pursuant to clause (b), (d), (e) or (f), (i) if the aggregate expected Disposition Proceeds of such Disposition are greater than $50,000,000, the Company shall have given notice to the Administrative Agent stating the proposed date of such Disposition and the expected 139139 amount of Disposition Proceeds, and (ii) if the aggregate expected Disposition Proceeds of such Disposition are greater than $75,000,000, or after giving pro forma effect to such Disposition either the Revolving Borrowing Base or the Used Vehicle Floorplan Borrowing Base is decreased by more than ten percent (10%), (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Disposition and all other Dispositions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after satisfaction giving effect to such Disposition, as evidenced by a Pro Forma Compliance Certificate, Pro Forma Revolving Borrowing Base Certificate and a Pro Forma Used Vehicle Floorplan Borrowing Base Certificate delivered simultaneously with such pro forma historical financial statements. The Revolving Borrowing Base or Used Vehicle Floorplan Borrowing Base (as applicable) shall not change as a result of such Disposition until such Disposition actually occurs, and the Company and its Subsidiaries shall promptly notify the Administrative Agent when such Disposition occurs or if the date of such Disposition or amount of such Disposition Proceeds has changed or is expected to change. Notwithstanding anything to the contrary contained in this Section 7.04, neither the Company nor any currently due ObligationsSubsidiary may make any Disposition (other than, to the extent constituting a Disposition, any Investment in any Designated Escrow Subsidiary permitted under Section 7.05) to any Designated Escrow Subsidiary during the term of this Agreement.

Disposition of Assets. Each Borrower agrees that it shall not permit (a) Permit any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: (ai) Dispositions of Motor Vehicles and other Inventory inventory in the ordinary course of business; (bii) Dispositions of assets, properties or businesses (including the capital stock of Subsidiaries and Franchises) by the Company or any of its Subsidiaries Subsidiaries, including Disposition of assets, including Franchises, the Disposition of which the Company determines to any other Subsidiary or to be in its best interest; provided that (A) no Event of Default will result from such Disposition, (B) the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower Company shall be made on an arms-length basis for fair market value for cash in compliance with Section 7.11, (C) the Total Revolving Outstandings shall not exceed the lesser of the pro forma Revolving Borrowing Base or the Aggregate Revolving Commitments, (D) the Total Used Vehicle Floorplan Outstandings shall not exceed the lesser of the pro forma Used Vehicle Floorplan Borrowing Base or the Aggregate Used Vehicle Floorplan Commitments and only (E) the Total New Vehicle Floorplan Outstandings shall not exceed the Aggregate New Vehicle Floorplan Commitments, in the ordinary course of business;each case, after giving effect to such Disposition. (ciii) Dispositions of Equipment equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of business; (div) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3; and (hv) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (aa)(i) through (giv) of this Section 10.47.04(a); provided, provided that the proceeds Net Cash Proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar useful assets or used to repay the Obligations, or other senior Indebtedness (without any permanent reduction of any applicable Commitments); (vi) Dispositions pursuant to Qualified Sale/Leaseback Transactions so long as no Event of Default exists under Section 8.01(b) or (e); (vii) Dispositions of chattel paper, Accounts arising from the wholesale of parts and accessories, and retail sales contracts, in each case in arms-length transactions for fair value in the ordinary course of business; (viii) As permitted in Section 7.03; and (ix) Dispositions of assets (i) by the Company to any Syndicated Loan Party, (ii) by any Subsidiary to the Company or any Syndicated Loan Party, or (iii) by any Subsidiary that is not a Syndicated Loan Party to another Subsidiary that is not a Syndicated Loan Party; provided, however, that if the recipient of such assets would be a Restricted Subsidiary (after giving effect to such Disposition), such recipient shall be a Subsidiary Guarantor; provided, that in the case of a Disposition pursuant to clause (a)(ii), (iv), (v) or (vi), (i) if the aggregate expected Disposition Proceeds of such Disposition are greater than $25,000,000, the Company shall have given notice to the Administrative Agent stating the proposed date of such Disposition and the expected amount of Disposition Proceeds, and (ii) if the aggregate expected Disposition Proceeds of such Disposition are greater than $50,000,000, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Disposition and all other Dispositions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after satisfaction giving effect to such Disposition, as evidenced by a Pro Forma Compliance Certificate, delivered simultaneously with such pro forma historical financial statements. The Revolving Borrowing Base or Used Vehicle Floorplan Borrowing Base (as applicable) shall not change as a result of such Disposition until such Disposition actually occurs, and the Company and its Subsidiaries shall promptly notify the Administrative Agent when such Disposition occurs or if the date of such Disposition or amount of such Disposition Proceeds has changed or is expected to change. (b) Permit any Disposition (whether in one or a series of transactions) of any currently due ObligationsFinanced Property or any portion of any Financed Property, or enter into an agreement to do so, except Permitted Financed Property Dispositions. Notwithstanding anything to the contrary contained in this Section 7.04, neither the Company nor any Subsidiary may make any Disposition (other than, to the extent constituting a Disposition, any Investment in the Designated Escrow Subsidiary permitted under Section 7.05) to the Designated Escrow Subsidiary during the term of this Agreement.

Disposition of Assets. Each The Borrower agrees that shall not, nor shall it shall not permit any of its Subsidiaries to, make any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to doassets, except: (ai) (x) Dispositions of Motor Vehicles inventory or equipment (in each case, that is not material to the business of the Borrower or the other Loan Parties, taken as a whole) or immaterial assets in the ordinary course of business (including on an intercompany basis) and other Inventory (y) the leasing or subleasing of real property in the ordinary course of business; (bii) Dispositions of assetsobsolete or worn out property or other property that, properties in the reasonable judgment of the Borrower, is (A) no longer useful in its business (or businesses in the business of any Subsidiary or the Borrower) or (B) otherwise economically impracticable to maintain; (iii) Dispositions of Cash and/or Cash Equivalents and/or other assets that were Cash Equivalents when the relevant original Investment was made; (iv) Dispositions, mergers, amalgamations, consolidations or conveyances that constitute (w) Investments permitted pursuant to Section 6.06 (other than Section 6.06(g)), (x) Permitted Liens and (y) Restricted Payments permitted by Section 6.04(a) (other than Section 6.04(a)(iv)); (v) Dispositions of assets to the extent that (i) the relevant property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of the relevant Disposition are promptly applied to the purchase price of such replacement property; (vi) Dispositions of notes receivable or accounts receivable in the ordinary course of business (including any discount and/or forgiveness thereof) or in connection with the collection or compromise thereof; (vii) Dispositions and/or terminations in the ordinary course of business of leases or subleases, (i) the Disposition or termination of which will not materially interfere with the business of the Borrower and its Subsidiaries or (ii) which relate to closed facilities or the discontinuation of any product line (other than a discontinuation caused by the Company sale or other transfer of such product line); (viii) Dispositions of property subject to casualty, eminent domain or condemnation proceedings (including in lieu thereof or any similar proceeding); (ix) to the extent otherwise restricted by this Section 6.07, the consummation of the Transactions; (x) [reserved]; (xi) non-exclusive licensing, sublicensing and cross-licensing arrangements involving IP Rights of the Borrower or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of businessbusiness which do not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (cxii) Dispositions terminations or unwinds of Equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Derivative Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3; and (hxiii) Dispositions in any year the compromise, settlement, release or surrender of a contract, tort or other propertylitigation claim, assets (including capital stock of its Subsidiaries and Affiliates) arbitration or businesses of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligationsother dispute.

Disposition of Assets. Each Borrower agrees that it shall The Company will not and will not permit any Subsidiary to, directly or indirectly, sell, lease, transfer or otherwise dispose of (collectively a “Disposition”) any of its assets, whether now owned or hereafter acquired, unless after giving effect to any proposed Disposition, the aggregate net book value of all assets of the Company and its Subsidiaries that were the subject of a Disposition during the period (whether x) commencing on January 1, 2012 and ending on the date of such proposed Disposition does not exceed 10% of Consolidated Total Assets and (y) commencing on the first day of the then current fiscal year of the Company and ending on the date of such proposed Disposition does not exceed 5% of Consolidated Total Assets (Consolidated Total Assets in one or a series each case to be determined as at the end of transactions) the immediately preceding fiscal year), provided that the following Dispositions shall not be taken into account for purposes of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, exceptthis Section 10.5: (a) Dispositions of Motor Vehicles and other Inventory any Disposition in the ordinary course of business; (b) Dispositions the Disposition of assetsthe Company’s Electric Systems Work Center Facility located in Shelton, properties or businesses Connecticut; (c) Sale and Leaseback Transactions permitted by Section 10.4; and (d) any other Disposition for fair value to the extent that the Net Proceeds Amount of such Disposition is applied within 360 days after the date thereof (i) to the acquisition of other assets for use in the business of the Company or any Subsidiary (such assets not to include cash or marketable securities) or (ii) to reduce outstanding unsubordinated Indebtedness of its Subsidiaries to the Company or any Subsidiary (other Subsidiary or than Indebtedness owed to the CompanyCompany or a Subsidiary); provided, however, that, in respect of prepayments of unsubordinated Indebtedness, the Company shall offer to prepay the Notes pro rata with all other than Dispositions such unsubordinated Indebtedness then being prepaid, such pro rata portion of the Notes to newly created Subsidiaries be calculated by multiplying (A) the aggregate principal amount of unsubordinated Indebtedness to be so repaid by (B) a fraction, the numerator of which become Borrowers for purposes is the aggregate principal amount of complying with Dealer/Manufacturer Agreements, Notes then outstanding and the denominator of which is the aggregate principal amount of unsubordinated Indebtedness then outstanding (including the Notes) that may receive any portion of such prepayment. It is understood and agreed by the Company that any such Disposition made proceeds paid and applied to a Ford Borrower or a GM Borrower the prepayment of the Notes as hereinabove provided shall be made on an arms-length basis for fair market value for cash offered and only in prepaid as and to the ordinary course of business; (c) Dispositions of Equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3; and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligations.extent provided below:

Disposition of Assets. Each The Borrower agrees that it and its Subsidiaries shall not permit sell, lease, assign, transfer or otherwise dispose of (collectively, “Dispositions”) any Disposition (whether in one of their now owned or a series hereafter acquired assets or properties except, prior to the occurrence of transactions) an Event of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: Default: (a) Dispositions of Motor Vehicles and other Inventory inventory in the ordinary course of business; ; (b) Dispositions of assetsused, properties obsolete, worn out or businesses by the Company surplus equipment or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only property in the ordinary course of business; ; (c) Dispositions to the Borrower, Guarantor, or any of Equipment and their Subsidiaries; (d) Dispositions of receivables in connection with the compromise, settlement or collection thereof; (e) Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property which is obsolete, worn out or no longer used in or useful asset; (f) the leasing of intellectual property rights to such Person’s business, all third parties; (g) Dispositions of non-strategic assets in the ordinary course of business; ; and (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (fh) Dispositions of chattel paper equipment or other property not permitted under any other subsection of this Section, provided that such equipment or other property is either replaced by equipment or property of a similar kind and Cash Equivalents to third parties pursuant to arm’s length transactions for fair equivalent value or sold or otherwise disposed of in the ordinary course of business; (g) Dispositions as permitted in Section 10.3; and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of provided the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning value of such equipment or property sold or otherwise disposed of and not replaced during any fiscal year are either reinvested within one does not exceed One Hundred Thousand Dollars (1$100,000). Notwithstanding the foregoing, upon or following a Disposition made in accordance with this Agreement the Borrower may assign or transfer the Term Loan and its rights and obligations under this Agreement, the Term Note and the other Loan Documents provided that such assignment or transfer (y) year has been approved by the USDA and met all applicable USDA requirements, including those set forth in similar assets USDA RD Instruction 4287-B, and (z) Ridgestone has approved such assignment or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligationstransfer, which approval may be granted or withheld in Ridgestone’s reasonable discretion.

Disposition of Assets. Each Borrower agrees that it The Company shall not, and shall not permit any Disposition other Loan Party to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) of any property or assets (property, including Accounts, accounts and notes receivable, and/or chattel paper, with or without recourse) , and the stock or other equity interests in any Subsidiary (each, a “Disposition”), or enter into any agreement so to dodo any of the foregoing, except: (a) Dispositions of Motor Vehicles and other Inventory inventory in the ordinary course of businessbusiness and dispositions of used, worn-out, obsolete or surplus equipment or other assets; (b) Dispositions of assets, properties or businesses by the Company or any of its Subsidiaries to any other Subsidiary or equipment to the Company; provided, however, other than Dispositions extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment or the proceeds of such sale are reasonably promptly applied to newly created Subsidiaries which become Borrowers for purposes the purchase price of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of businessreplacement equipment; (c) Dispositions that are not otherwise permitted under this Section 8.02 to the extent that proceeds from such dispositions are either (i) reinvested by the Company or such Subsidiary in similar property within 180 days of Equipment such disposition (or within 210 days of such disposition if the Company or such Subsidiary has entered into a legal, valid and other property which is obsolete, worn out binding contract to reinvest such proceeds within such 180-day period) or no longer used in or useful (ii) applied towards the purchase price of an Acquisition otherwise permitted pursuant to the provisions of this Agreement within 180 days of such Person’s business, all in the ordinary course of businessdisposition; (d) Dispositions occurring as between and among the result of Company and its Wholly-Owned Subsidiaries, Dispositions from any other Subsidiary to the Company or a casualty event, condemnation or expropriationWholly-Owned Subsidiary and Dispositions permitted by Section 8.03; (e) Dispositions of accounts receivable, lease receivables, other financial assets and other rights and related assets pursuant to Qualified Sale/Leaseback Transactionsa Permitted Securitization; (f) sale/leaseback transactions involving an aggregate consideration not to exceed $50,000,000 after the date hereof; (g) the transfer of Lease Assets solely in connection with Leasing Transactions; (h) Dispositions that are not otherwise permitted in this Section 8.02 and which are of property located outside of the United States; (i) Dispositions of chattel paper cash equivalents or short-term marketable securities; (j) the granting of non-exclusive licenses of patents, trademarks and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value copyrights by the Company or any Subsidiary; (k) Dispositions identified on Schedule 8.02; (l) sales at a discount in the ordinary course of business; (g) Dispositions as permitted in Section 10.3business of accounts receivable arising out of sales by the Company or its Domestic Subsidiaries to Persons domiciled outside of the United States; and (hm) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses hereunder which are made for fair market value; provided that (ai) through (g) at the time of this Section 10.4; providedany Disposition, that the proceeds realized no Event of Default shall exist or shall result from such Disposition in and (ii) the aggregate value of all assets so disposed of by the Company and its Subsidiaries (x) during any applicable fiscal year in excess of ten percent (10%) shall not exceed 15% of the total tangible assets of the Company and its consolidated Subsidiaries as of the beginning of such fiscal year are either reinvested within one and (1y) year in similar after the Effective Date shall not exceed 35% of the total tangible assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligationsand its consolidated Subsidiaries as reflected in the most recent financial statements delivered pursuant to Section 7.01(a).

Disposition of Assets. Each Borrower agrees that it shall not permit any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: (a) Dispositions The Borrower will not become a party to or agree to or effect any sale, transfer, conveyance, lease or other disposition of Motor Vehicles and assets, other Inventory than (i) the sale of Investments permitted pursuant to Section 9.3 hereof, (ii) leases of assets in the ordinary course of business; business consistent with past practices, (biii) Dispositions sales of assetsContainers to Affiliates of the Borrower that are not Sanctioned Persons for Sales Proceeds paid in cash of not less than the sum of the then the greater of (aa) the fair market value, properties or businesses by (bb) the Company Net Book Values or Net Present Value of Direct Finance Lease Receivables, as the case may be, of the Containers and/or Leases to be sold, regardless of whether such sales are considered to have been made in the ordinary course of business so long as no Early Amortization Event, Event of Default or Borrowing Base Deficiency is then continuing or would result from such sale, (iv) sales of Containers and/or Leases, in the ordinary course of business (including any such sales resulting from the sell/repair decision of the Manager) to Persons that are not Affiliates regardless of the amount of Sales Proceeds realized therefrom so long as no Early Amortization Event or Borrowing Base Deficiency is then continuing or would result from such sale, (v) in connection with a sale to a Lessee or its Subsidiaries to any other Subsidiary or designee pursuant to the Companyterms of a Direct Finance Lease, (vi) sales of a Container subject to an Event of Loss or (vii) if an Early Amortization Event shall have occurred and be continuing, sales of Containers to unaffiliated third parties (that are not Sanctioned Persons) in bonafide arm’s length transactions within the normal course of business for cash Sales Proceeds not less than the sum of the Net Book Value or Net Present Value of Direct Finance Lease Receivables, as the case may be, of such Containers (including any such sales resulting from the sell/repair decision of the Manager); provided, however, other than Dispositions that the sum of the Net Book Values or Net Present Value of Direct Finance Lease Receivables, as the case may be, of all Containers sold or transferred pursuant to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreementsclause (vii) shall not, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of business; (c) Dispositions of Equipment and other property which is obsoleteaggregate, worn out or no longer used in or useful exceed an amount equal to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3; and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses 5% of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company Aggregate Net Book Value as of the beginning Conversion Date. (b) The Borrower will not become a party to or agree to or effect any sale, transfer, conveyance, lease or other disposition of such year are either reinvested within one (1) year in similar assets all, or used to repay senior Indebtedness substantially all, of the Company Containers subject to a Direct Finance Lease unless, immediately after satisfaction of any currently due Obligationsgiving effect to such transaction, no Borrowing Base Deficiency would then exist.

Disposition of Assets. Each The Borrower agrees that it shall and the Guarantors will not, and PXRE Group will not permit or cause any Disposition of its Subsidiaries to, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) all or any portion of its assets, business or properties (including, without limitation, any Capital Stock of any property Subsidiary, but excluding any payments of losses or assets (including Accountsother liabilities incurred by an Insurance Subsidiary, notes receivablethe Borrower or PXRE Group pursuant to insurance policies and contracts, and/or chattel paperreinsurance agreements, with weather and similar swap agreements and other commitments entered into by such Insurance Subsidiary, the Borrower or without recourse) PXRE Group in the ordinary course of business), or enter into any agreement so arrangement with any Person providing for the lease by the Borrower or the Guarantors or any Subsidiary as lessee of any material asset that has been sold or transferred by the Borrower or such Guarantor or Subsidiary to dosuch Person, exceptor agree to do any of the foregoing, except for: (ai) Dispositions sales of Motor Vehicles inventory and licenses or leases of intellectual property and other Inventory assets, in each case in the ordinary course of business; (bii) Dispositions the sale or exchange of assets, properties used or businesses by the Company or any of its Subsidiaries to any other Subsidiary or obsolete equipment to the Company; providedextent (y) the proceeds of such sale are applied towards, howeveror such equipment is exchanged for, other than Dispositions to newly created Subsidiaries which become Borrowers replacement equipment or (z) such equipment is no longer necessary for purposes the operations of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford the Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only its applicable Subsidiary in the ordinary course of business; (ciii) Dispositions the sale or other disposition by PXRE Group and its Subsidiaries of Equipment any Guarantor Margin Stock to the extent the fair market value thereof exceeds 25% of the fair market value of the assets of PXRE Group and its Subsidiaries (including Guarantor Margin Stock), provided that fair value is received in exchange therefor; (iv) the sale, lease or other property which is obsoletedisposition of assets by a Subsidiary of the Borrower to the Borrower or its Subsidiary if, worn out immediately after giving effect thereto, no Default or no longer used in or useful to such Person’s business, all Event of Default would exist; (v) sales of investment assets in the ordinary course of business; (dvi) Dispositions occurring as the result sale by PXRE Group and its Subsidiaries of (x) the capital stock or all or any portion of the assets, business or properties of a casualty eventSubsidiary that is not a Material Subsidiary; (y) any asset or group of assets of an Insurance Subsidiary constituting less than (A) in any single transaction or series of related transactions, condemnation ten percent (10%) of Combined Statutory Capital and Surplus as of the last day of the fiscal quarter ending on or expropriation; immediately prior to the date of such sale, and (eB) Dispositions during the term of this Agreement, in the aggregate with all such other sales pursuant to Qualified Sale/Leaseback Transactions; this clause (fvi), thirty percent (30%) Dispositions of chattel paper Combined Statutory Capital and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in Surplus as of the ordinary course end of business; the immediately preceding fiscal quarter; and (gz) Dispositions as permitted in Section 10.3; and any asset or group of assets of a non-Insurance Subsidiary constituting less than (hA) Dispositions in any year single transaction or series of other propertyrelated transactions, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible total assets of the Company Borrower and its Subsidiaries on a consolidated basis, determined in accordance with GAAP as of the beginning last day of the fiscal quarter ending on or immediately prior to the date of such year are either reinvested within one sale, and (1B) year during the term of this Agreement, in similar assets or used the aggregate with all such other sales pursuant to repay senior Indebtedness this clause (vi), thirty percent (30%) of the Company after satisfaction total assets of the Borrower and its Subsidiaries on a consolidated basis, determined in accordance with GAAP as of the end of the immediately preceding fiscal quarter; provided in the case of any currently due Obligationssale pursuant to this clause (vi) that immediately after giving effect thereto, no Default or Event of Default would exist; and (vii) transactions permitted under SECTION 7.7.

Disposition of Assets. Each of Parent and Borrower agrees that it shall not permit any Disposition (whether in one not, and shall cause its Subsidiaries to not, directly or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or indirectly enter into any agreement so to dosell, except: assign, farm-out, convey or otherwise transfer any Oil and Gas Property included in the most recently delivered Reserve Report or any other asset constituting Collateral except for (a) Dispositions the sale of Motor Vehicles and other Inventory hydrocarbons in the ordinary course of business; ; (b) Dispositions farmouts of assets, properties undeveloped acreage and assignments in connection with such farmouts; (c) the sale or businesses transfer of equipment and other property that is obsolete or no longer necessary for the business of such Loan Party or is replaced by equipment of at least comparable value and use; (d) the Company sale or other disposition (including casualty events) of any Oil and Gas Property or any interest therein or any Subsidiary owning Oil and Gas Properties; provided that (i) 100% of its Subsidiaries to any the consideration received in respect of such sale or other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower disposition shall be made on an arms-length basis for cash, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value for of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition (as such value is reasonably determined by Parent or Borrower and certified in a certificate of a Responsible Officer of Parent or Borrower), (iii) if such sale or other disposition (whether individually or in the aggregate with all related sales and dispositions) during any period between two successive Borrowing Base redeterminations has a fair market value in excess of one percent (1%) of the then effective Borrowing Base, Parent or Borrower shall provide Administrative Agent ten (10) Business Days advance notice of such sale or disposition, (iv) if such sale or other disposition results in the Combined Disposition/Derivative Threshold being exceeded, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the Borrowing Base value, if any, assigned to such Property during the most recent Borrowing Base redetermination, and the net cash proceeds from such sale or disposition shall be applied within one (1) Business Day following the consummation of such sale or disposition to any Borrowing Base deficiency that results from the Borrowing Base being reduced due to such sale or disposition, (v) if such sale or other disposition is of a Subsidiary owning Oil and only Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary and (vi) no Default or Event of Default exists or would result from such sale or other disposition; (e) sales and other dispositions of Properties not regulated by Section 8.02(a) through (d) having a fair market value not to exceed $5,000,000 during any 12-month period; (f) Liens permitted by Section 8.01, Investments permitted by Section 8.04 and Restricted Payments permitted by Section 8.09; (g) sales and other dispositions of property from any Loan Party to another Loan Party; and (h) sales or discounts of overdue accounts receivable in the ordinary course of business; (c) Dispositions of Equipment , in connection with the compromise or collection thereof, and other property which is obsolete, worn out or no longer used not in or useful to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3; and (h) Dispositions in connection with any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligationsfinancing transaction.

Disposition of Assets. Each Borrower agrees that it shall The Company will not and will not permit any other member of the Group to, directly or indirectly, sell, lease, transfer or otherwise dispose of (collectively a “Disposition”) any of its assets unless, after giving effect to such proposed Disposition, the aggregate net book value of all assets of the Group that were the subject of a Disposition during the period commencing on the first day of the then current financial year of the Company and ending on the date of such proposed Disposition does not exceed 20% of Consolidated Total Assets (whether in one or a series determined as at the end of transactions) the immediately preceding financial year), provided that the following Dispositions shall not be taken into account for purposes of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, exceptthis Section 10.4: (a) Dispositions of Motor Vehicles and other Inventory inventory made in the ordinary course of businesstrading of the disposing entity; (b) Dispositions of assets, properties or businesses by the Company or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of businesscash; (c) Dispositions any Disposition for fair value (i) by any member of Equipment and other property which is obsolete, worn out the Group to the Company or no longer used in a Subsidiary Guarantor or useful (ii) by any non-Subsidiary Guarantor to such Person’s business, all in the ordinary course Company or another member of businessthe Group; (d) Dispositions occurring as of shop premises in the result ordinary course of a casualty event, condemnation or expropriationbusiness and on arm’s length commercial terms; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactionsany Disposition of Receivables in connection with an Existing Securitization; (f) Dispositions any Disposition of chattel paper and Cash Equivalents to third parties pursuant to arm’s length Receivables or in connection with securitization transactions for fair value in the ordinary course of businesspermitted by Section 10.3(g); (g) Dispositions any Disposition of assets in exchange for other assets comparable or superior as permitted in Section 10.3to type, value and quality; and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries Disposition for fair value and Affiliates) or businesses of on arm’s-length terms to the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, extent that the proceeds realized from upon such Disposition are invested within one year after the date thereof to the acquisition of assets for use in any applicable year in excess of ten percent (10%) the businesses of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets Group or used to repay senior outstanding unsubordinated Financial Indebtedness of the Company after satisfaction (any such repayment to include prepayment of any currently due ObligationsNotes pursuant to Section 8.2 in an aggregate unpaid principal amount that bears the same relation to the amount then being applied to repay Financial Indebtedness as the aggregate unpaid principal amount of the Notes bears to the aggregate unpaid principal amount of all outstanding unsubordinated Financial Indebtedness of the Group, or in lieu of such prepayment the Company may make an offer to all holders of Notes to purchase, at not less than par, Notes in an aggregate unpaid principal amount at least equal to such pro rata portion of such Financial Indebtedness being so repaid, allocated pro rata among all Notes tendered, which offer shall remain open for at least 30 days, and the requirements of this clause (h) with respect to prepayment of Notes shall be deemed to be satisfied with respect to such Disposition if such offer is made and, if accepted, consummated.

Disposition of Assets. Each Borrower agrees that it shall not permit Permit any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: (a) Dispositions of Motor Vehicles and other Inventory inventory in the ordinary course of business; (b) Dispositions of assets, properties or businesses (including Subsidiaries and Franchises) by the Company Borrower or any of its Subsidiaries to any other Subsidiary Subsidiaries, transferred or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes otherwise disposed of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of business;, including Disposition of assets, including Franchises, the Disposition of which the Borrower determines to be in its best interest; provided that (A) no Event of Default will result from such Disposition, (B) the Borrower shall be in compliance with Section 7.11 and (C) the Total Outstandings shall not exceed the lesser of the Borrowing Base and the Aggregate Commitments, in each case, after giving effect to such Disposition. (c) Dispositions of Equipment equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3; and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company Borrower not otherwise permitted by clauses (a) through (gd) of this Section 10.47.04; provided, provided that the proceeds Net Cash Proceeds (excluding income taxes reasonably estimated to be actually payable within two years of the date of such Disposition as a result of any gain recognized in connection therewith) realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company Borrower as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness the Obligations; (f) Dispositions pursuant to Qualified Sale/Leaseback Transactions so long as no Event of Default exists under Section 8.01(b) or (e); (g) Dispositions of chattel paper and retail sales contracts in arms-length transactions for fair value in the Company after satisfaction ordinary course of business; (h) As permitted in Section 7.03; and (i) Dispositions of assets (i) by the Borrower to any currently due ObligationsSubsidiary Guarantor or (ii) by any Subsidiary to the Borrower or any Subsidiary Guarantor.

Disposition of Assets. Each Borrower agrees that it shall not permit any Disposition (whether in one or a series of transactions) No Consolidated Entity will Dispose of any property or assets (asset, including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to doCapital Stock, except: (a) Dispositions of Motor Vehicles cash, Permitted Investments and other Inventory current assets, inventory and used or surplus equipment in the ordinary course of business; (b) Dispositions of assets, properties or businesses by the Company or any of its Subsidiaries to any other Subsidiary or to Consolidated Entity; provided that the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes sum of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for the aggregate fair market value for of all assets Disposed of by a Loan Party to any Consolidated Entity that is not a Loan Party (excluding Dispositions consisting of cash and only contributions otherwise permitted by this Agreement) during the term of this Agreement together with all Dispositions permitted under clause (d) of this Section 6.06 shall not exceed 20% of the total tangible assets of the Consolidated Entities as of the last day of the most recently ended fiscal quarter of the Consolidated Entities as determined on a consolidated basis in the ordinary course of businessaccordance with GAAP; (c) Dispositions of Equipment and other property which is obsoleteaccounts receivable and/or related ancillary rights or assets, worn out or no longer used in or useful interests therein to such Person’s business, all in the ordinary course of businessany Receivables Subsidiary pursuant to a Receivables Financing Program; (d) Dispositions occurring of assets (including Capital Stock of Subsidiaries) that are not permitted by any other clause of this Section 6.06; provided that the sum of the aggregate fair market value of all assets Disposed of during the term of this Agreement in reliance upon clause (d) of this Section 6.06, together with all assets Disposed of by a Loan Party to any Consolidated Entity that is not a Loan Party pursuant to clause (b) of this Section 6.06, shall not exceed 20% of the total tangible assets of the Consolidated Entities as of the result last day of the most recently ended fiscal quarter of the Consolidated Entities as determined on a casualty event, condemnation or expropriationconsolidated basis in accordance with GAAP; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions;[Reserved]; and (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in assets not otherwise permitted by this Section 6.06; provided, that the ordinary course of business; (g) Dispositions as permitted in Section 10.3; and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses sum of the Company aggregate fair market value of all assets Disposed of during any fiscal year shall not otherwise exceed $10,000,000; provided that (x) all Dispositions permitted by clauses (a) through (gd) of this Section 10.4; provided6.06 shall be made for fair value as agreed to in an arm’s length transaction and (y) any sale, that the proceeds realized from such transfer or Disposition in any applicable year permitted by clauses (b) or (d) of this Section 6.06 for consideration in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of $10,000,000 shall be for at least 50% cash consideration and any non-cash consideration received in connection with such year are either reinvested within one (1) year in similar assets sale, transfer or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligationsdisposition shall be permitted under Section 6.04(g).

Disposition of Assets. Each Borrower agrees that it shall not permit Permit any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: (a) Dispositions of Motor Vehicles and other Inventory inventory in the ordinary course of business; (b) Dispositions of assets, properties or businesses (including Subsidiaries and Franchises) by the Company or any of its Subsidiaries to any other Subsidiary Subsidiaries, transferred or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes otherwise disposed of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of business;, including Disposition of assets, including Franchises, the Disposition of which the Company determines to be in its best interest; provided that (A) no Event of Default will result from such Disposition, (B) the Company shall be in compliance with Section 7.11, (C) the Total Revolving Outstandings shall not exceed the lesser of the pro forma Revolving Borrowing Base or the Aggregate Revolving Commitments, (D) the Total Used Vehicle Floorplan Outstandings shall not exceed the lesser of the pro forma Used Vehicle Floorplan Borrowing Base or the Aggregate Used Vehicle Floorplan Commitments and (E) the Total New Vehicle Floorplan Outstandings shall not exceed the Aggregate New Vehicle Floorplan Commitments, in each case, after giving effect to such Disposition. (c) Dispositions of Equipment equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3; and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (gd) of this Section 10.47.04; provided, provided that the proceeds Net Cash Proceeds (excluding income taxes reasonably estimated to be actually payable within two years of the date of such Disposition as a result of any gain recognized in connection therewith) realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness the Obligations (without any permanent reduction of the Commitments); (f) Dispositions pursuant to Qualified Sale/Leaseback Transactions so long as no Event of Default exists under Section 8.01(b) or (e); (g) Dispositions of chattel paper, Accounts arising from the wholesale of parts and accessories, and retail sales contracts, in each case in arms-length transactions for fair value in the ordinary course of business; (h) As permitted in Section 7.03; and (i) Dispositions of assets (i) by the Company to any Subsidiary Guarantor or (ii) by any Subsidiary to the Company or any Subsidiary Guarantor; provided, that in the case of a Disposition pursuant to clause (b), (d), (e) or (f), if the aggregate expected Disposition Proceeds of such Disposition are greater than $25,000,000, (x) the Company shall have given notice to the Administrative Agent stating the proposed date of such Disposition and the expected amount of Disposition Proceeds, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Disposition and all other Dispositions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after satisfaction giving effect to such Disposition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statements. Notwithstanding the delivery of any currently due Obligationsevidence of Pro Forma Compliance (including any Pro Forma Revolving Borrowing Base Certificate or Pro Forma Used Vehicle Floorplan Borrowing Base Certificate), the Revolving Borrowing Base or Used Vehicle Borrowing Base (as applicable) shall not change as a result of such Disposition until such Disposition actually occurs, and the Company and its Subsidiaries shall promptly notify the Administrative Agent when such Disposition occurs or if the date of such Disposition or amount of such Disposition Proceeds has changed or is expected to change.

Disposition of Assets. Each Borrower agrees that it shall not permit Permit any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: (a) Dispositions of Motor Vehicles and other Inventory inventory in the ordinary course of business; (b) Dispositions of assets, properties or businesses (including the capital stock of Subsidiaries and Franchises) by the Company or any of its Subsidiaries Subsidiaries, including Disposition of assets, including Franchises, the Disposition of which the Company determines to any other Subsidiary or to be in its best interest; provided that (A) no Event of Default will result from such Disposition, (B) the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower Company shall be made on an arms-length basis for fair market value for cash in compliance with Section 7.11, (C) the Total Revolving Outstandings shall not exceed the lesser of the pro forma Revolving Borrowing Base or the Aggregate Revolving Commitments, (D) the Total Used Vehicle Floorplan Outstandings shall not exceed the lesser of the pro forma Used Vehicle Floorplan Borrowing Base or the Aggregate Used Vehicle Floorplan Commitments and only (E) the Total New Vehicle Floorplan Outstandings shall not exceed the Aggregate New Vehicle Floorplan Commitments, in the ordinary course of business;each case, after giving effect to such Disposition. (c) Dispositions of Equipment equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3; and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (gd) of this Section 10.47.04; provided, provided that the proceeds Net Cash Proceeds (excluding income taxes reasonably estimated to be actually payable within two years of the date of such Disposition as a result of any gain recognized in connection therewith) realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar useful assets or used to repay the Obligations, or, with the consent of the Administrative Agent, other senior Indebtedness (without any permanent reduction of any applicable Commitments); (f) Dispositions pursuant to Qualified Sale/Leaseback Transactions so long as no Event of Default exists under Section 8.01(b) or (e); (g) Dispositions of chattel paper, Accounts arising from the wholesale of parts and accessories, and retail sales contracts, in each case in arms-length transactions for fair value in the ordinary course of business; (h) As permitted in Section 7.03; and (i) Dispositions of assets (i) by the Company to any Subsidiary Guarantor or (ii) by any Subsidiary to the Company or any Subsidiary Guarantor; provided, that in the case of a Disposition pursuant to clause (b), (d), (e) or (f), (i) if the aggregate expected Disposition Proceeds of such Disposition are greater than $25,000,000, the Company shall have given notice to the Administrative Agent stating the proposed date of such Disposition and the expected amount of Disposition Proceeds, and (ii) if the aggregate expected Disposition Proceeds of such Disposition are greater than $50,000,000, or after giving pro forma effect to such Disposition either the Revolving Borrowing Base or the Used Vehicle Floorplan Borrowing Base is decreased by more than ten percent (10%), (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Disposition and all other Dispositions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after satisfaction giving effect to such Disposition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statements. Notwithstanding the delivery of any currently due Obligationsevidence of Pro Forma Compliance (including any Pro Forma Revolving Borrowing Base Certificate or Pro Forma Used Vehicle Floorplan Borrowing Base Certificate), the Revolving Borrowing Base or Used Vehicle Borrowing Base (as applicable) shall not change as a result of such Disposition until such Disposition actually occurs, and the Company and its Subsidiaries shall promptly notify the Administrative Agent when such Disposition occurs or if the date of such Disposition or amount of such Disposition Proceeds has changed or is expected to change.

Disposition of Assets. Each Borrower agrees that it Loan Party shall not, and shall not suffer or permit any Disposition of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) of any property or assets (including Accounts, accounts and notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do), except: (a) Dispositions dispositions of Motor Vehicles and other Inventory inventory, all in the ordinary course Ordinary Course of businessBusiness; (b) Dispositions the sale of assetsequipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, properties or businesses the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment; (c) dispositions of inventory and equipment by Parent or any other Loan Party to any other Loan Party pursuant to reasonable business requirements and in the Company Ordinary Course of Business; provided, that no such disposition by any Borrower to any Guarantor shall be permitted hereunder unless Administrative Borrower shall have provided to the Agent at least five Business Days prior written notice of such disposition and an updated Borrowing Base Certificate demonstrating that after giving effect to the consummation of such disposition, no Overadvance shall have occurred or would result therefrom; (d) the lease or sublease of real property by Parent or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only Persons in the ordinary course Ordinary Course of business; (c) Dispositions of Equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriationBusiness; (e) Dispositions the sale of cash equivalents and other short term money market investments in the Ordinary Course of Business pursuant to Qualified Sale/Leaseback TransactionsParent’s or any of its Subsidiaries’ usual and customary cash management policies and procedures; the use of cash and cash equivalents for purposes not prohibited hereby; (f) Dispositions of chattel paper and Cash Equivalents to third parties dispositions pursuant to arm’s length sales and leaseback transactions for fair value in the ordinary course of businesspermitted under Section 8.13; (g) Dispositions dispositions of real property which are made for Fair Market Value (as permitted determined in Section 10.3good faith by Administrative Borrower); provided, that at the time of any disposition, no Event of Default shall exist or shall result from such disposition; and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company dispositions not otherwise permitted hereunder which are made for Fair Market Value (as determined in good faith by clauses (a) through (g) of this Section 10.4Administrative Borrower); provided, that (i) at the proceeds realized time of any disposition, no Event of Default shall exist or shall result from such Disposition disposition, (ii) if the aggregate fair market value of the assets subject to such disposition (in any applicable year in excess transaction or series of ten percent (10%related transactions) is equal to or greater than $5,000,000, then not less than 75% of the tangible assets aggregate purchase price for such disposition shall be paid in cash, (iii) no disposition by Parent of any of its equity interest in BMC West Corporation or SelectBuild Construction, Inc. shall be permitted hereunder, (iv) no disposition by any Loan Party of Accounts or Inventory (or any Equity Securities of any Persons that have an interest in any Accounts or Inventory) shall be permitted hereunder unless Administrative Borrower shall have provided to the Company as of the beginning Agent at least five Business Days prior written notice of such year are either reinvested within one disposition and an updated Borrowing Base Certificate demonstrating that after giving effect to the consummation of such disposition, no Overadvance shall have occurred or would result therefrom, and (1v) year the Net Proceeds of such disposition shall be applied in similar assets accordance with Section 2.07(b), if applicable. Notwithstanding anything in this agreement to the contrary, each Loan Party shall not and shall not permit any of its Subsidiaries to, deposit any ABL Priority Collateral (as defined in the Intercreditor Agreement), or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligationsproducts or proceeds thereof, into the Designated Notes Account.

Disposition of Assets. Each Borrower agrees that it shall The Obligors will not, and will not permit any Subsidiary to, directly or indirectly, sell, lease, transfer or otherwise dispose of (collectively a “Disposition”) any of its properties or assets unless, after giving effect to such proposed Disposition, (i) no Default or Event of Default shall have occurred and be continuing, (ii) the assets subject to such Disposition shall be sold for consideration not less than the fair market value of such assets, (iii) the aggregate book value of all assets that were the subject of a Disposition during the period commencing on the first day of the then current fiscal year of the Company and ending on the date of such proposed Disposition (whether in one or the “Disposition Date”) does not exceed 15% of Consolidated Total Assets as at the end of the fiscal year of the Company ended immediately prior to the Disposition Date and (iv) the aggregate book value of all assets that were the subject of a series Disposition during the period commencing on the date of transactions) Closing through the applicable Disposition Date does not exceed 25% of Consolidated Total Assets as at the end of the fiscal year of the Company ended immediately prior to such Disposition Date. Any Disposition of shares of stock of any property or Subsidiary shall, for purposes of this Section, be valued at an amount that bears the same proportion to the total assets (including Accountsof such Subsidiary as the number of such shares bears to the total number of shares of stock of such Subsidiary. Notwithstanding the foregoing, notes receivable, and/or chattel paper, with or without recourse) or enter the following Dispositions shall not be taken into any agreement so to do, exceptaccount under this Section 10.9: (a) Dispositions any Disposition pursuant to a transaction consummated in accordance with Section 10.2; (b) any Disposition of Motor Vehicles and other Inventory inventory, equipment, fixtures, supplies or materials made in the ordinary course of businessbusiness at fair value; (bc) Dispositions any Disposition by the Guarantor or a Subsidiary Guarantor to the Obligors or a Subsidiary Guarantor, or by any other Subsidiary to the Obligors or another Subsidiary; and (d) any Disposition the Net Proceeds of which are applied within 365 days of the related Disposition Date to either (A) the acquisition by the Company or such Subsidiary, as the case may be, of operating assets of at least equivalent value to the assets which are the subject of such Disposition (it being understood that “operating assets” shall not include cash or cash equivalents) or (B) the redemption or repayment by the Company or such Subsidiary, properties as the case may be, of the Notes pursuant to an offer to make a prepayment or businesses by redemption of Indebtedness pursuant to Section 8.4 and of any Indebtedness ranking pari passu with the Notes (other than any such Indebtedness owing to the Company or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, Affiliates and any such Disposition made to a Ford Borrower Indebtedness in respect of any revolving credit or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in similar facility providing the ordinary course of business; (c) Dispositions of Equipment and other property which is obsolete, worn out Company or no longer used in or useful to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3; and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliateswith the right to obtain loans or other extensions of credit from time to time, except to the extent that in connection with repayment of such Indebtedness the availability of credit under such credit facility is permanently reduced by an amount no less than the amount of such repayment). (To the extent that one or more holders do not accept the Disposition Prepayment Offers or Secondary Disposition Prepayment Offers provided for in Section 8.4, the aggregate amount specified in such offers (without duplication) or businesses of shall be applied by the Company not otherwise permitted by clauses (a) through (g) or such Subsidiary to the redemption or prepayment of this Section 10.4; providedother such Indebtedness ranking pari passu with the Notes, that the proceeds realized from if any, within such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligations365 day period.)