Common use of Disposition of Property Clause in Contracts

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsolete, worn out, retired or surplus property (other than current assets) in the ordinary course of business and Dispositions of property (other than current assets) no longer used or useful in the conduct of the business of Group Members; (b) Dispositions of inventory and Cash Equivalents in the ordinary course of business; (c) Dispositions permitted by clause (i) of Section 7.4(b); (d) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower or any Subsidiary Guarantor; (e) Dispositions consisting of the sale, transfer, assignment or other disposition of unpaid and overdue accounts receivable in connection with the collection, compromise or settlement thereof in the ordinary course of business and not as part of a financing transaction; (f) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (g) Dispositions resulting from casualty events; (h) licenses, sublicenses, leases and subleases of Intellectual Property of the Group Members in the ordinary course of business; (i) the Disposition of any property acquired in connection with a Permitted Acquisition; (j) the Disposition of other property having a fair market value not to exceed $7,500,000 in the aggregate for any period of two fiscal years of the Borrower; (k) the Orange Soda Disposition; and (l) Dispositions of other property in an aggregate amount not to exceed $20,000,000; provided that (i) such Disposition shall be made for fair value (determined as if such Disposition was consummated on an arms’-length basis), (ii) the consideration for such sale or other disposition consists of at least 75% in cash and Cash Equivalents and (iii) no Event of Default then exists or would result therefrom.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, or issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of (i) used, obsolete, surplus or worn out, retired out property or surplus (ii) property (other than current assets) in the ordinary course of business and Dispositions of property (other than current assets) no longer used used, useful or useful economically practicable to maintain in the conduct of the business of any Group MembersMember, in each case, in the ordinary course of business; (b) Dispositions of inventory and Cash Equivalents other immaterial assets in the ordinary course of business; (c) Dispositions (i) permitted by clause (i) of Section 7.4(b), Section 7.4(c) and Section 7.4(d) and (ii) of assets by Loan Parties to Group Members that are not Loan Parties so long as either (A) the relevant transfer is made in the ordinary course of business in connection with the establishment of foreign operations or (B) the relevant transaction is treated as an Investment and permitted by Section 7.7; (d) the sale or issuance of (i) any Restricted Subsidiary’s (other than Borrower) Capital Stock to the Holdings, Borrower or any Subsidiary Guarantor, (ii) any Subsidiary’s (other than a Loan Party) Capital Stock to any other Subsidiary (other than a Loan Party), (iii) any Capital Stock of Holdings (other than Disqualified Stock), provided that it shall not immediately thereafter result in a Change of Control and/or (iv) the Borrower’s Capital Stock to Holdings to the extent that such Capital Stock is subject to a first priority perfected security interest in favor of the Collateral Agent after giving effect to such issuance; (e) Dispositions consisting the use or transfer of money or Cash Equivalents in a manner that is not otherwise prohibited by the sale, transfer, assignment terms of this Agreement or the other disposition of unpaid and overdue accounts receivable in connection with the collection, compromise or settlement thereof in the ordinary course of business and not as part of a financing transactionLoan Documents; (f) Dispositions the non-exclusive licensing of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (g) Dispositions resulting from casualty events; (h) licensespatents, sublicensestrademarks, leases copyrights, and subleases of other Intellectual Property of the Group Members rights in the ordinary course of business; (i) the Disposition of any property acquired in connection with a Permitted Acquisition; (jg) the Disposition of other property having a fair market value not to exceed $7,500,000 2,000,000 in the aggregate for any period fiscal year of two fiscal years Holdings; (h) leases, subleases, licenses and sublicenses of real or personal property in the ordinary course of business; (i) discounts of or forgiveness of accounts receivable in the ordinary course of business or in connection with collection or compromise thereof and (ii) sales, transfers and other dispositions of accounts receivable in connection with collection thereof in the ordinary course of business; (j) dispositions of assets acquired by Holdings and its Subsidiaries pursuant to a Permitted Acquisition or other Specified Investment consummated within twelve (12) months of the Borrowerdate of the proposed disposition so long as the consideration received for the assets to be so disposed is at least equal to the fair market value thereof; (k) Liens permitted by Section 7.3 and Restricted Payments permitted by Section 7.6; (l) (i) dispositions resulting from any casualty or other insured damage to, or any taking under power of foreclosure or eminent domain or by condemnation or similar proceeding of any property or asset of Borrower or any Subsidiary and (ii) dispositions arising from the Orange Soda Dispositionexercise of termination rights under any lease, license, concession or other agreement, or necessary or advisable (as determined by the Borrower in good faith, which determination shall be conclusive) in order to consummate any acquisition of any Person, business or assets, or pursuant to buy/sell arrangements under any joint venture or similar agreement or arrangement; (m) the sale or issuance of de minimis Capital Stock of a Foreign Subsidiary to qualifying foreign directors as required by local law; and (ln) Dispositions of other property in for clarification and only to the extent that an aggregate amount not to exceed $20,000,000; provided that (i) Investment permitted under Section 7.7 would constitute a Disposition, such Disposition shall be made for fair value (determined as if such Disposition was consummated on an arms’-length basis), (ii) the consideration for such sale or other disposition consists of at least 75% in cash and Cash Equivalents and (iii) no Event of Default then exists or would result therefromInvestment permitted under Section 7.7.

Disposition of Property. Dispose of any of its propertyproperty or rights, whether now owned or hereafter acquired, or, acquired in which the case of any Restricted Subsidiary, issue or sell any shares fair market value of such Restricted Subsidiary’s Capital Stock to any PersonDisposition or series of related Dispositions exceeds the greater of (x) $45,000,000 and (y) 15.0% of Consolidated EBITDA for the most recently ended Test Period, except: (a) the Disposition of unnecessary, obsolete, damaged, surplus or worn out, retired out property ; (b) the sale of inventory or surplus property (other than current assets) goods held for sale in the ordinary course of business and Dispositions of property (other than current assets) no longer used or useful in the conduct of the business of Group Members; (b) Dispositions of inventory and Cash Equivalents in the ordinary course of business;business; (c) (i) Dispositions permitted by clause (i) of Section 7.4(b), and (ii) Dispositions to effect Restricted Payments and Investments permitted pursuant to Section 7.6 (other than Section 7.6(k)) or 7.8 (other than Section 7.8(z) and (ff)), respectively; provided that no Subsidiary may make a Disposition of any material Intellectual Property to any Unrestricted Subsidiary pursuant to this Section 7.5(c) unless such Disposition is to effect an Investment permitted pursuant to Section 7.8(ee); (d) non-exclusive licensing or sublicensing of Intellectual Property in the sale or issuance ordinary course of any Restricted Subsidiary’s Capital Stock to the Borrower or any Subsidiary Guarantor;business; (e) any Permitted Receivables Financing or Supply Chain Financing; (f) Dispositions consisting listed and, to the extent in excess of $5,000,000 described, on Schedule 7.5 as in effect on the Effective Date; (g) any Disposition of assets (i) from one Loan Party to another Loan Party, (ii) from a Subsidiary to a Loan Party or (iii) from one Subsidiary that is not a Loan Party to another Subsidiary that is not a Loan Party; (h) the Disposition of property for not less than fair market value as long as at least 75.0% of the saleconsideration consists of cash and Cash Equivalents (provided that such minimum cash/Cash Equivalent requirement shall not apply to any Disposition or series of related Dispositions of property having a fair market value less than or equal to the greater of (x) 60,000,000 and (y) 20.0% of Consolidated EBITDA for the most recently ended Test Period) (provided that for purposes of such minimum cash/Cash Equivalent requirement, transfer, assignment (v) the amount of any Indebtedness or other disposition liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to the Parent or any Subsidiary) of unpaid the Parent or any Subsidiary (as shown on such Person’s most recent balance sheet (or in the notes thereto), or if the incurrence of such Indebtedness or other liability took place after the date of such balance sheet, that would have been shown on such balance sheet or in the notes thereto, as determined in good faith by the Parent) that are (i) assumed by the transferee of any such assets and overdue for which the Parent and/or its applicable Subsidiary have been validly released by all relevant creditors in writing or (ii) otherwise cancelled or terminated in connection with such Disposition, (w) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition, (x) any securities or other obligations or assets received by the Parent or any Subsidiary from such transferee (including earn-outs or similar obligations) that are converted by such Person into cash or Cash Equivalents, or by their terms are required to be satisfied for cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (y) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (h) that is at that time outstanding, not in excess of the greater of $45,000,000 and 15.0% of Consolidated EBITDA as of the last day of the most recently ended Test Period); (i) the Parent or any of its Subsidiaries may transfer or contribute ownership of the Capital Stock of any Foreign Subsidiary or Joint Venture or the assets of any Foreign Subsidiary or Joint Venture to the Parent or a Subsidiary of the Parent; (j) Dispositions of cash and/or Cash Equivalents or other assets that were cash and/or Cash Equivalents when the relevant original Investment was made; (k) Dispositions of property pursuant to Permitted Sale/Leasebacks; (l) Dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, buy/sell arrangement between joint venture or similar parties set forth in the relevant joint venture arrangements or similar binding agreements; (m) the Disposition of the Capital Stock or assets of any Immaterial Subsidiary; (n) Dispositions of bills of exchange of the Parent and its Subsidiaries; (o) Dispositions to effect the Transactions; (p) Dispositions of non-core assets, in each case acquired in any acquisition or other Investment permitted hereunder, including such Dispositions (x) made in order to obtain the approval of any anti-trust authority or otherwise necessary or advisable in the good faith determination of the Parent to consummate any acquisition or other Investment permitted hereunder or (y) which are being held for sale and not for the continued operation of Parent or any of its Subsidiaries or any of their respective businesses; (q) any other Disposition; provided that the aggregate fair market value of all Dispositions pursuant to this Section 7.8(q) does not exceed the greater of (x) $75,000,000 and (y) 25.0% of Consolidated EBITDA for the most recently ended Test Period; (r) the Parent or any of its Subsidiaries may transfer or contribute ownership of the Capital Stock of any Foreign Subsidiary formed or organized under the laws of (a) any European country or (b) any state, province, district or other subdivision of any such country, in each case to a Foreign Subsidiary that is a European holding company; (s) Dispositions of Parent Stock; (t) exchanges or swaps, including transactions covered by Section 1031 of the Code (or any comparable provision of any foreign jurisdiction), of property or assets so long as any such exchange or swap is made for fair value (as determined by the Parent in good faith) for like property or assets or property, assets or services of greater value or usefulness to the business of Parent and its Subsidiaries as a whole, as determined in good faith by the Parent; provided that upon the consummation of any such exchange or swap by any Loan Party, to the extent the property received does not constitute an Excluded Asset, the Administrative Agent shall be provided a Lien thereon to the extent (and with the applicable time periods) required by Section 6.9; (u) Dispositions of accounts receivable in connection with the collection, collection or compromise or settlement thereof in the ordinary course of business or consistent with past practice (which, for the avoidance of doubt, shall exclude receivable financing); (v) Transfers of property subject to a casualty event and Dispositions constituting expropriations or takings by a Governmental Authority; (w) the unwinding of Hedge Agreements permitted hereunder pursuant to their terms; (x) Dispositions of assets that do not as constitute Collateral; provided that the aggregate fair market value of all Dispositions pursuant to this Section 7.8(x) does not exceed the greater of (x) $30,000,000 and (y) 10.0% of Consolidated EBITDA for the most recently ended Test Period; (y) Dispositions of in-plant maintenance, repair and operating and perishable tooling operations to third parties in connection with the outsourcing of such operations; (z) Dispositions, abandonments, cancellations or lapses of Intellectual Property, including issuances or registrations thereof, or applications for issuances or registrations thereof, in the ordinary course of business or consistent with past practice or which, in the good faith determination of the Parent, are not necessary to the conduct of the business of Parent and its Subsidiaries or are obsolete or no longer economical to maintain in light of their use; (aa) the expiration of any Intellectual Property in accordance with any statutory term that is not subject to renewal; (bb) Dispositions of Capital Stock of, or sales of Indebtedness or other securities of, Unrestricted Subsidiaries; (cc) Dispositions made to comply with any order or other directive of any Governmental Authority or any applicable Requirement of Law; (dd) [reserved]; (ee) Dispositions constituting any part of a financing transactionPermitted Reorganization; (fff) Dispositions any sale of property to motor vehicles and information technology equipment purchased at the extent that (i) such property is exchanged for credit against the purchase price end of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement propertyan operating lease and resold thereafter; (ggg) Dispositions resulting from casualty events;any issuance, sale or Disposition of Capital Stock to directors, officers, managers or employees for purposes of satisfying requirements with respect to directors’ qualifying shares and shares issued to foreign nationals, in each case as required by applicable Requirements of Law; and (hhh) licenses, sublicenses, leases intercompany cash management and subleases any netting arrangement of Intellectual Property accounts receivable between or among any of the Group Members Parent and its Subsidiaries made in the ordinary course of business; . Simultaneously with any Disposition permitted by this Section 7.5 (i) to the Disposition of any property acquired in connection with extent such transfer is to a Permitted Acquisition; (j) Person that is not a Loan Party), the Disposition of other property having a fair market value not to exceed $7,500,000 Lien on and security interest created by the Loan Documents in the aggregate for any period of two fiscal years of the Borrower; (k) the Orange Soda Disposition; and (l) Dispositions of other property in an aggregate amount not asset subject to exceed $20,000,000; provided that (i) such Disposition (including any Capital Stock of Subsidiaries so disposed of) will be automatically released and the Administrative Agent and the Collateral Agent shall be made for fair value (determined as if take any action reasonably requested in writing by the Parent to evidence such Disposition was consummated on an arms’-length basis), (ii) the consideration for such sale or other disposition consists of at least 75% in cash and Cash Equivalents and (iii) no Event of Default then exists or would result therefromrelease.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsolete, obsolete or worn out, retired or surplus out property (other than current assets) in the ordinary course of business and Dispositions of property (other than current assets) no longer used or useful in the conduct of the business of Group Membersbusiness; (b) Dispositions the Disposition of Cash Equivalents and sale of inventory and Cash Equivalents in the ordinary course of business; (c) Dispositions permitted by clause (i) of Section 7.4(b7.04(b); (d) the sale or issuance of any Restricted Subsidiary’s Capital Stock to Mentor or, to the Borrower or extent permitted by the Syndicated Credit Agreement, any Subsidiary Guarantorother Subsidiary; (e) Dispositions consisting of the sale, transfer, assignment or other disposition of unpaid and overdue accounts receivable in connection with the collection, compromise or settlement thereof in the ordinary course of business and not as part of a financing transaction; (f) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (g) Dispositions resulting from casualty events; (h) licenses, sublicenses, leases and subleases of Intellectual Property of the Group Members in the ordinary course of business; (i) the Disposition of any property acquired in connection with a Permitted Acquisition; (j) the Disposition of other property having (other than a fair market value not to exceed $7,500,000 Home Sale) in the aggregate having a book value not exceeding (i) 10% of the consolidated tangible assets of Mentor and its Subsidiaries in any fiscal year of Mentor or (ii) 15% of the consolidated tangible assets of Mentor and its Subsidiaries in the aggregate from and after the Closing Date (with consolidated tangible assets being determined at the time of any such Disposition by reference to the most recent consolidated financial statements delivered pursuant to Section 6.01); provided that not less than 75% of the total consideration for any period such Disposition shall be paid to Mentor in cash or within 180 days after the consummation of two such disposition is reasonably expected to and shall be converted into cash; (f) Home Sales and Asset Sales by Mentor or any of its Subsidiaries the Net Cash Proceeds of which do not exceed $5,000,000 in the aggregate in any fiscal years year; provided, that, to the extent any such Home Sale involves any Mortgaged Property, a prepayment of Loans is made to the extent required by Section 2.03(b); (g) Mentor and any of its Subsidiaries may transfer assets to Mentor, any Borrower and, to the extent permitted by the Syndicated Credit Agreement, any other Subsidiary; provided, in each case, that to the extent the Subsidiary making such transfer is a Borrower, such assets shall be transferred to another Borrower; (kh) the Orange Soda DispositionMentor and its Subsidiaries shall be permitted to make Permitted Dispositions; (i) Mentor and its Subsidiaries shall be permitted to sell or otherwise dispose of property and other assets in connection with Sale Leaseback Transactions permitted hereunder; and (lj) Dispositions other Home Sales involving real property (other than all or any portion of other property any Mortgaged Property) sold in an aggregate amount the sale-leaseback type transactions that do not qualify as a Sale Leaseback Transaction hereunder to exceed $20,000,000; provided that (i) such Disposition shall be made for fair value (determined as if such Disposition was consummated on an arms’-length basis), (ii) the consideration for such sale or other disposition consists of at least 75% in cash and Cash Equivalents and (iii) no Event of Default then exists or would result therefromextent permitted by the Syndicated Credit Agreement.

Disposition of Property. Dispose of any of its propertyproperty or rights, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsoleteunnecessary, obsolete or worn out, retired out property ; (b) the sale of inventory or surplus property (other than current assets) goods held for sale in the ordinary course of business and Dispositions of property (other than current assets) no longer used or useful in the conduct of the business of Group Members; (b) Dispositions of inventory and Cash Equivalents in the ordinary course of business;business; (c) Dispositions permitted by clause (i) of Section 7.4(b), and Dispositions to effect Restricted Payments and Investments permitted pursuant to Section 7.6 (other than Section 7.6(h)) or 7.7 (other than Section 7.7(y) and (cc)), respectively; provided that no Subsidiary may make a Disposition of any material Intellectual Property to any Unrestricted Subsidiary pursuant to this Section 7.5(c) unless such Disposition is to effect an Investment permitted pursuant to Section 7.7(bb); (d) non-exclusive licensing or sublicensing of Intellectual Property in the sale or issuance ordinary course of any Restricted Subsidiary’s Capital Stock to the Borrower or any Subsidiary Guarantor;business; (e) any Permitted Receivables Financing; (f) Dispositions consisting listed and described, to the extent in excess of $10,000,000, on Schedule 7.5 as in effect on the Closing Date; (g) any Disposition of assets (i) from one Loan Party to another Loan Party, (ii) from a Subsidiary to a Loan Party or (iii) from one Subsidiary that is not a Loan Party to another Subsidiary that is not a Loan Party; (h) the Disposition of other property not described in clauses (a)-(g) above or (i)-(hh) below for not less than fair market value as long as at least 75% of the saleconsideration consists of cash and cash equivalents (provided that such minimum cash/cash equivalent requirement shall not apply to any Disposition or series of related Dispositions of property having a fair market value of not more than the greater of $26,000,000 and 15% of Consolidated EBITDA for the most recently ended Test Period) (provided that for purposes of such minimum cash/cash equivalent requirement, transfer, assignment (v) the amount of any Indebtedness or other disposition liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to the Company or any Subsidiary) of unpaid the Company or any Subsidiary (as shown on such Person’s most recent balance sheet (or in the notes thereto), or if the incurrence of such Indebtedness or other liability took place after the date of such balance sheet, that would have been shown on such balance sheet or in the notes thereto, as determined in good faith by the Company) that are (i) assumed by the transferee of any such assets and overdue for which the Company and/or its applicable Subsidiary have been validly released by all relevant creditors in writing or (ii) otherwise cancelled or terminated in connection with such Disposition, (w) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition, (x) any securities or other obligations or assets received by the Company or any Subsidiary from such transferee (including earn-outs or similar obligations) that are converted by such Person into cash or Cash Equivalents, or by their terms are required to be satisfied for cash or Cash Equivalents (to the extent of the cash or cash equivalents received) within 180 days following the closing of the applicable Disposition and (y) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (h) that is at that time outstanding, not in excess of the greater of $20,000,000 and 10% of Consolidated EBITDA for the most recently ended Test Period; (i) the Company or any of its Subsidiaries may transfer or contribute ownership of the Capital Stock of any Subsidiary that is not a Loan Party or Joint Venture or the assets of any Subsidiary that is not a Loan Party or Joint Venture to the Company or a Subsidiary of the Company; (j) Dispositions of cash and/or Cash Equivalents or other assets that were cash and/or Cash Equivalents when the relevant original Investment was made; (k) the Company and its Subsidiaries may sell property pursuant to Permitted Sale/Leasebacks; (l) Dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, buy/sell arrangement between joint venture or similar parties set forth in the relevant joint venture arrangements or similar binding agreements; (m) the Disposition of the Capital Stock or assets of any Immaterial Subsidiary; (n) the sale by the Company and its Subsidiaries of bills of exchange of the Company and its Subsidiaries; (o) Dispositions of non-core assets, in each case acquired in any acquisition or other Investment permitted hereunder, including such Dispositions (x) made in order to obtain the approval of any anti-trust authority or otherwise necessary or advisable in the good faith determination of the Company to consummate any acquisition or other Investment permitted hereunder or (y) which are being held for sale and not for the continued operation of the Company or any of its Subsidiaries or any of their respective businesses; (p) any other Disposition; provided that the aggregate fair market value of all Dispositions pursuant to this Section 7.7(q) does not exceed the greater of (x) $44,000,000 and (y) 25% of Consolidated EBITDA for the most recently ended Test Period; (q) the Company or any of its Subsidiaries may transfer or contribute ownership of the Capital Stock of any Subsidiary that is not a Loan Party formed or organized under the laws of (a) any European country or (b) any state, province, district or other subdivision of any such country, in each case to a Subsidiary that is not a Loan Party that is a European holding company; (r) Dispositions of Company Stock; (s) exchanges or swaps, including transactions covered by Section 1031 of the Code (or any comparable provision of any foreign jurisdiction), of property or assets so long as any such exchange or swap is made for fair value (as determined by the Company in good faith) for like property or assets or property, assets or services of greater value or usefulness to the business of the Company and its Subsidiaries as a whole, as determined in good faith by the Company; provided that upon the consummation of any such exchange or swap by any Loan Party, to the extent the property received does not constitute an Excluded Asset, the Administrative Agent has a perfected Lien with the same priority as the Lien held on the property or assets so exchanged or swapped; (t) Dispositions of accounts receivable in connection with the collection, collection or compromise or settlement thereof in the ordinary course of business or consistent with past practice (which, for the avoidance of doubt, shall exclude receivable financing); (u) Transfers of property subject to a casualty event and Dispositions constituting expropriations or takings by a Governmental Authority; (v) the unwinding of Hedge Agreements permitted hereunder pursuant to their terms; (w) Dispositions of assets that do not as part constitute Collateral having a fair market value of a financing transactionnot more than, in any fiscal year, the greater of $44,000,000 and 25% of Consolidated EBITDA for the most recently ended Test Period, which amounts if not used in any fiscal year may be carried forward to subsequent fiscal years (until so applied); (fx) Dispositions of property in-plant maintenance, repair and operating and perishable tooling operations to third parties in connection with the outsourcing of such operations; (y) Dispositions, abandonments, cancellations or lapses of Intellectual Property or other Intellectual Property rights, including issuances or registrations thereof, or applications for issuances or registrations thereof, in the ordinary course of business or consistent with past practice or which, in the good faith determination of the Company, are not necessary to the extent that (i) such property is exchanged for credit against conduct of the purchase price business of similar replacement property the Company or (ii) its Subsidiaries or are obsolete, no longer economical to maintain or otherwise not material in the proceeds conduct of such Disposition are promptly applied to business of the purchase price Company or any of such replacement propertyits Subsidiaries; (gz) the expiration of any Intellectual Property in accordance with any statutory term that is not subject to renewal; (aa) Dispositions resulting from casualty eventsof Capital Stock of, or sales of Indebtedness or other securities of, Unrestricted Subsidiaries; (hbb) licensesDispositions made to comply with any order or other directive of any Governmental Authority or any applicable Requirement of Law; (cc) [reserved]; (dd) any sale of motor vehicles and information technology equipment purchased at the end of an operating lease and resold thereafter; (ee) any issuance, sublicensessale or Disposition of Capital Stock to directors, leases officers, managers or employees for purposes of satisfying requirements with respect to directors’ qualifying shares and subleases shares issued to foreign nationals, in each case as required by applicable Requirements of Intellectual Property Law; and (ff) any netting arrangement of accounts receivable between or among the Company and its Subsidiaries or among Subsidiaries of the Group Members Company made in the ordinary course of business; . Simultaneously with any transfer described in Section 7.5 (ito the extent such transfer is to a Person that is not a Loan Party) of this Agreement, the Disposition of any property acquired in connection with a Permitted Acquisition; (j) Lien on and security interest created by the Disposition of other property having a fair market value not to exceed $7,500,000 Loan Documents in the aggregate for any period of two fiscal years Capital Stock of the Borrower; (k) Subsidiaries so transferred or contributed will be automatically released and the Orange Soda Disposition; and (l) Dispositions of other property Administrative Agent and the Collateral Agent shall take any action reasonably requested in an aggregate amount not writing by the Company to exceed $20,000,000; provided that (i) evidence such Disposition shall be made for fair value (determined as if such Disposition was consummated on an arms’-length basis), (ii) the consideration for such sale or other disposition consists of at least 75% in cash and Cash Equivalents and (iii) no Event of Default then exists or would result therefromrelease.

Disposition of Property. The Parent shall not, and shall not permit any Subsidiary to, Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock Equity Interests to any Person, except: (a) the Disposition of obsolete, obsolete or worn out, retired or surplus out property (other than current assets) in the ordinary course of business and Dispositions of property (other than current assets) no longer used or useful in the conduct of the business of Group Membersbusiness; (b) Dispositions the sale of inventory and Cash Equivalents in the ordinary course of business; (c) Dispositions permitted by clause (i) of Section 7.4(b); (d) the sale or issuance of any Restricted Subsidiary’s Capital Stock Equity Interests to the Borrower any Loan Party; (d) any Disposition of assets (i) from one Subsidiary that is not a Guarantor to another Subsidiary that is not a Guarantor, (ii) from one Loan Party to another Loan Party or any (iii) from a Subsidiary Guarantorthat is not a Guarantor to a Loan Party; (e) Dispositions consisting sales of the sale, transfer, assignment or other disposition of unpaid Cash Equivalent Investments and overdue accounts receivable in connection with the collection, compromise or settlement thereof publicly-traded securities in the ordinary course of business and not as part of a financing transactionfor fair market value; (f) Dispositions of property any Disposition pursuant to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property;Section 6.17; and (g) Dispositions resulting from casualty events; (h) licenses, sublicenses, leases and subleases of Intellectual Property of the Group Members in the ordinary course of business; (i) the Disposition of any property acquired in connection with a Permitted Acquisition; (j) the Disposition of other property having a not described in clauses (a) through (f) above for not less than fair market value as long as the aggregate fair market value of any property constituting Collateral so disposed of does not to exceed $7,500,000 10,000,000; provided, that neither the Parent nor any Subsidiary may Dispose of its interests in (w) the Casa Xxxxxxx Mine, unless such Disposition is made on arms’-length terms, (x) the Greens Creek Joint Venture Agreement, (y) the assets of any of the Greens Creek Joint Venture, the Greens Creek Mine or the Lucky Friday Mine (including its rights to receive income, distributions, products or proceeds therefrom), except with respect to inventory (which, for the avoidance of doubt, shall not include metals streaming arrangements) and obsolete, damaged, immaterial, worn out or surplus property Disposed of, in each case, in the aggregate for ordinary course of business or (z) any period of two fiscal years member of the Borrower; (k) the Orange Soda Disposition; and (l) Dispositions of other property in an aggregate amount not to exceed $20,000,000; provided that (i) such Disposition shall be made for fair value (determined as if such Disposition was consummated on an arms’-length basis), (ii) the consideration for such sale Greens Creek Group or other disposition consists of at least 75% in cash and Cash Equivalents and (iii) no Event of Default then exists or would result therefromHecla Limited.

Disposition of Property. Dispose Make any Disposition of any of its property to Persons that are not Restricted Companies except: (a) Dispositions of obsolete, used, surplus or worn out property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsolete, worn out, retired or surplus property (other than current assets) in the ordinary course of business and Dispositions of property (other than current assets) no longer used or useful in the conduct of the business of Group Membersthe Restricted Companies; (b) Dispositions of inventory and Cash Equivalents in the ordinary course of business; (c) Dispositions permitted by clause (i) of Section 7.4(b); (d) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower or any Subsidiary Guarantor; (e) Dispositions consisting of the sale, transfer, assignment or other disposition of unpaid and overdue accounts receivable in connection with the collection, compromise or settlement thereof in the ordinary course of business and not as part of a financing transaction; (f) Dispositions of property to the extent that (iz) such property is exchanged for credit against the purchase price of similar replacement property or (iiaa) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (d) Dispositions pursuant to and in accordance with the Cash Management Practices and in connection with the Vault Cash Operations; (e) Dispositions permitted by Sections 7.2 and 7.6 and Liens permitted by Section 7.1; (f) Dispositions by any Restricted Company of property pursuant to sale-leaseback transactions; provided that (i) the fair market value of all property so Disposed of shall not exceed $100,000,000 from and after September 12, 2007 and (ii) the purchase price for such property shall be paid to such Restricted Company for not less than 75% cash consideration; (g) Dispositions resulting from casualty eventsof cash and Cash Equivalents; (h) licensesDispositions of accounts receivable in connection with the collection or compromise thereof; (i) leases, sublicensessubleases, leases and subleases licenses or sublicenses of Intellectual Property of the Group Members property in the ordinary course of business; (i) business and which do not materially interfere with the Disposition business of any property acquired in connection with a Permitted Acquisitionthe Restricted Companies; (j) the Disposition transfers of other property having a fair market value not subject to exceed $7,500,000 in the aggregate for any period of two fiscal years Casualty Events upon receipt of the BorrowerNet Cash Proceeds of such Casualty Event; (k) Dispositions in the Orange Soda Disposition; andordinary course of business consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination of FNIS, are not material to the conduct of the business of the Restricted Companies; (l) Dispositions of other Investments in Joint Ventures to the extent required by, or made pursuant to buy/sell arrangements between the joint venture parties set forth in, joint venture arrangements and similar binding arrangements (i) in substantially the form as such arrangements are in effect on the Amendment No. 1 Effective Date or (ii) to the extent that the Net Cash Proceeds of such Disposition are either reinvested or applied to prepay loans pursuant to Section 2.06(b) of the FNIS Credit Agreement or Section 2.11(b) hereof; (m) Dispositions of property to an Unrestricted Subsidiary; provided that to the extent constituting an Investment, such Investment must be an Investment permitted by Section 7.2; (n) Dispositions of real property and related assets in the ordinary course of business in connection with relocation activities for directors, officers, members of management, employees or consultants of the Restricted Companies; (o) Dispositions of tangible property in an aggregate amount the ordinary course of business as part of a like-kind exchange under Section 1031 of the Code; (p) voluntary terminations of Swap Contracts; (q) Dispositions of Unrestricted Subsidiaries; (r) Dispositions of Securitization Assets (or a fractional undivided interest therein) in a Securitization Financing permitted under Section 7.3(v); provided that no Group Member shall be permitted to Dispose of its accounts receivable or any related assets to the FNIS Securitization Vehicle in respect of the FNIS A/R Securitization Facility (each, as defined in Amendment No. 1) prior to payment in full of all Obligations hereunder; and (s) Dispositions of property not otherwise permitted under this Section 7.5 by a Restricted Company to exceed $20,000,000Persons that are not Affiliates of the Loan Parties; provided that (i) such Disposition shall be is made for fair value (determined as if such Disposition was consummated in good faith on an arms’-length basis), arms’ length basis and (ii) the consideration for Net Cash Proceeds of such sale Disposition are either reinvested or other disposition consists applied to prepay loans pursuant to Section 2.06(b) of at least 75% in cash and Cash Equivalents and (iiithe FNIS Credit Agreement or Section 2.11(b) no Event of Default then exists or would result therefromhereof.

Disposition of Property. No Loan Party shall, and shall not cause or permit any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) to, Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any such Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock Equity Interests to any Person, except: (a) the Disposition of obsolete, obsolete or worn out, retired or surplus out property (other than current assets) in the ordinary course of business and Dispositions of property (other than current assets) no longer used or useful in the conduct of the business of Group Membersbusiness; (b) Dispositions the sale of inventory and Cash Equivalents in the ordinary course of business; (c) Dispositions permitted by clause (i) of Section 7.4(b); (d) the sale or issuance of any Restricted Subsidiary’s Capital Stock Equity Interests to the Borrower or any other Loan Party or, in the case of any Subsidiary Guarantorthat is not a Loan Party, to any other Subsidiary that is not a Loan Party; (d) any Disposition of assets (i) from one CFC to another CFC, (ii) from one Subsidiary (other than a CFC) to another Subsidiary (other than a CFC), (iii) from one Loan Party to another Loan Party or (iv) from a Subsidiary to a Loan Party; (e) Dispositions consisting sales of the sale, transfer, assignment or other disposition of unpaid and overdue accounts receivable in connection with the collection, compromise or settlement thereof Cash Equivalent Investments in the ordinary course of business and not as part of a financing transactionfor fair market value; (f) Dispositions the Disposition of other property to the extent that not described under this Section for not less than fair market value as long as (i) such property is exchanged for credit against at least 75% of the purchase price consideration therefor consists of similar replacement property or cash and Cash Equivalent Investments, and (ii) the aggregate fair market value of such property so disposed of does not exceed an amount equal to the greatest of (x) $15,000,000 during the term of this Agreement, (y) 10% of consolidated total assets of the Borrower and its Subsidiaries and (z) 35.0% of Consolidated Adjusted EBITDA (calculated on a pro forma basis at such time) in any fiscal year; provided that, neither the Borrower nor any Subsidiary Guarantor shall make Dispositions, the proceeds of such Disposition which are promptly applied reinvested in Non-Loan Party Subsidiaries, with respect to property having an aggregate fair market value in excess of, when aggregated with Investments by a Loan Party in a Non-Loan Party Subsidiary pursuant to Section 6.6(c)(iii), the purchase price greater of such replacement property;(x) $5,000,000 and (y) 10% of Consolidated EBITDA as of the most recently ended Test Period for which a Compliance Certificate has been delivered in accordance with Section 5.1(c); and (g) Dispositions resulting from casualty events; (h) licenses, sublicenses, leases and subleases of Intellectual Property of the Group Members in the ordinary course of business; (i) the Disposition of any property acquired in connection with a Permitted Acquisition; (j) the Disposition of other property having a fair market value not to exceed $7,500,000 in the aggregate for any period of two fiscal years of the Borrower; (k) the Orange Soda Disposition; and (l) Dispositions of other property in an aggregate amount not to exceed $20,000,000; provided that (i) such Disposition shall be made for fair value (determined as if such Disposition was consummated on an arms’-length basis), (ii) the consideration for such sale or other disposition consists of at least 75% in cash and Cash Equivalents and (iii) no Event of Default then exists or would result therefrom.Receivables Financing

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of damaged, obsolete, worn out, retired out or surplus property (other than current assets) in the ordinary course of business and Dispositions of property (other than current assets) no longer used or useful in the conduct of the business of Group Membersbusiness; (b) Dispositions the Disposition of inventory and Cash Equivalents equipment held for sale in the ordinary course of business; (c) Dispositions permitted by clause (i) of Section 7.4(b8.4(b); (d) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower or any Subsidiary GuarantorLoan Party; (e) Dispositions consisting leases, subleases and licenses of the sale, transfer, assignment or other disposition of unpaid and overdue accounts receivable in connection with the collection, compromise or settlement thereof customer-operated stores in the ordinary course of business and not as part of a financing transactionconsistent with past practice; (f) Dispositions of property to the extent that (i) such property is exchanged for credit against Disposition, after the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (g) Dispositions resulting from casualty events; (h) licensesClosing Date, sublicenses, leases and subleases of Intellectual Property of the Group Members in the ordinary course of business; (i) the Disposition of any property acquired in connection with a Permitted Acquisition; (j) the Disposition of other property having a fair market value not to exceed $7,500,000 50,000,000 in the aggregate for any period of two fiscal years year of the Borrower, provided that at least 75% of the consideration therefor shall consist of cash or cash equivalents; (g) the sale of Investments permitted pursuant to Section 8.8(b) and Dispositions to effect Investments permitted pursuant to Section 8.8(g); (h) any Recovery Event; provided, that the requirements of Section 4.2(b) are complied with in connection therewith; (i) sales or discounts of receivables in the ordinary course of business in connection with the compromise or collection thereof; (j) cancellation of any Indebtedness constituting an Investment in a Loan Party permitted pursuant to Section 8.8 if Capital Stock of such Loan Party is issued in substitution therefor or repayment thereof; and (k) Sale and Leaseback Transactions of the Orange Soda Disposition; and “Store Properties” acquired by the Borrower or one of the Subsidiary Guarantors pursuant the New Albertson’s Acquisition and listed on Schedule I to the Second Amendment (l) Dispositions of other property in an aggregate amount not to exceed $20,000,000First Lien Credit Agreement); provided that (ithe fair market value of all such Property Disposed of pursuant to this Section 8.5(k) such Disposition shall be made for fair value (determined as if such Disposition was consummated on an arms’-length basis), (ii) not exceed $25,000,000 in the consideration for such sale or other disposition consists of at least 75% in cash and Cash Equivalents and (iii) no Event of Default then exists or would result therefromaggregate.

Disposition of Property. The Borrower shall not, and shall not permit any Subsidiary to, Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock Equity Interests to any Person, except: (a) the Disposition of obsolete, obsolete or worn out, retired out surplus or surplus other non-Material property (other than current assets) in the ordinary course of business and Dispositions business, including but not limited to the abandonment of property (other than unpatented mining claims determined by the Borrower in its commercially reasonable judgment to be unnecessary for current assets) no longer used or useful in the conduct of the business of Group Membersfuture operations; (b) Dispositions the sale of inventory and Cash Equivalents in the ordinary course of business; (c) Dispositions permitted by clause (i) of Section 7.4(b); (d) the sale or issuance of any Restricted Subsidiary’s Capital Stock Equity Interests (excluding any Equity Interest in any of the Wharf Entities) to any Loan Party; (d) any Disposition of assets or issuance of Equity Interests (excluding any Equity Interest in any of the Borrower or any Wharf Entities) (i) from one Subsidiary that is not a Subsidiary Guarantor to another Subsidiary that is not a Subsidiary Guarantor, (ii) from one Loan Party to another Loan Party or (iii) from a Subsidiary that is not a Subsidiary Guarantor to a Loan Party; (e) Dispositions consisting sales of the sale, transfer, assignment or other disposition of unpaid Cash Equivalent Investments and overdue accounts receivable in connection with the collection, compromise or settlement thereof publicly-traded securities in the ordinary course of business and not as part of a financing transaction;for fair market value; and (f) Dispositions of property subject to the extent requirement to make a prepayment of the Loan with the Net Cash Proceeds of any Material Disposition in accordance with Section 2.8(d), the Disposition of other property not described in clauses (a) through (e) above for not less than fair market value; provided, that neither the Borrower nor any Subsidiary may Dispose of its interests in (i) such property is exchanged for credit against the purchase price of similar replacement property any Pledged Subsidiary or (ii) the proceeds of such Disposition are promptly applied to assets comprising the purchase price of such replacement property; Wharf Mine and the Golden Reward Mine (g) Dispositions resulting from casualty events; (h) licenses, sublicenses, leases and subleases of Intellectual Property including the rights of the Group Members Wharf Entities to receive income, distributions, products or proceeds therefrom), except with respect to inventory (which, for the avoidance of doubt, shall not include metals streaming or royalty arrangements) and obsolete, damaged, immaterial, worn out or surplus property Disposed of, in each case, in the ordinary course of business; (i) the Disposition of any property acquired in connection with a Permitted Acquisition; (j) the Disposition of other property having a fair market value not to exceed $7,500,000 in the aggregate for any period of two fiscal years of the Borrower; (k) the Orange Soda Disposition; and (l) Dispositions of other property in an aggregate amount not to exceed $20,000,000; provided that (i) such Disposition shall be made for fair value (determined as if such Disposition was consummated on an arms’-length basis), (ii) the consideration for such sale or other disposition consists of at least 75% in cash and Cash Equivalents and (iii) no Event of Default then exists or would result therefrom.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsolete, obsolete or worn out, retired or surplus out property (other than current assets) in the ordinary course of business and Dispositions of property (other than current assets) no longer used or useful in the conduct of the business of Group Membersbusiness; (b) Dispositions the sale of inventory and Cash Equivalents in the ordinary course of business; (c) Dispositions permitted by clause clauses (ii)(A) and (ii) of Section 7.4(b); (d) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower or any Subsidiary Guarantor; (e) Dispositions consisting sales of Securitization Assets in Securitizations, provided that (i) each such Securitization is effected on market terms as reasonably determined by the management of the sale, transfer, assignment or other disposition Borrower and (ii) the aggregate amount of unpaid and overdue accounts receivable Third Party Interests in connection with the collection, compromise or settlement thereof in the ordinary course respect of business and all such Securitizations does not as part of a financing transactionexceed $100,000,000 at any time outstanding; (f) Dispositions a sale-leaseback by the Borrower or any Restricted Subsidiary of property fixed assets for fair market value in a transaction not otherwise prohibited hereunder, provided that (x) such assets were first acquired by the Borrower or any Restricted Subsidiary no earlier than 180 days prior to the extent that date of such sale-leaseback and (i) such property is exchanged for credit against the purchase price of similar replacement property or (iiy) the proceeds fair market value of such Disposition are promptly applied assets Disposed of pursuant to this paragraph (f) shall not exceed $10,000,000 in the purchase price of such replacement propertyaggregate in any fiscal year; (g) Dispositions resulting from casualty eventsthe payment of cash dividends to the holders of the Borrower’s outstanding Capital Stock and the payment of cash dividends to the holders of any Restricted Subsidiary’s outstanding Capital Stock on a pro rata basis; (h) licenses, sublicenses, leases Dispositions of Cash Equivalents and subleases of Intellectual Property marketable securities for a purchase price that is not less than fair market value of the Group Members Investments being sold in connection with the cash management operations of the Borrower and the Restricted Subsidiaries in the ordinary course of business; (i) the Disposition sale or issuance of the Borrower’s or any property acquired in connection with a Permitted AcquisitionRestricted Subsidiary’s Capital Stock under compensation arrangements and employee benefits plans approved by the board of directors of the Borrower or such Restricted Subsidiary; (j) Dispositions of property by the Disposition of other property having a fair market value not Borrower or any Restricted Subsidiary to exceed $7,500,000 in the aggregate for Borrower or any period of two fiscal years of the BorrowerSubsidiary Guarantor; (k) the Orange Soda DispositionDispositions of property by any Restricted Subsidiary that is not a Subsidiary Guarantor to any other Restricted Subsidiary that is not a Subsidiary Guarantor; and (l) Dispositions the Disposition of other property, provided that, at the time of such Disposition, the fair market value of the property in an aggregate amount so Disposed, together with the fair market value of all other property Disposed under this Section 7.5(l) during such fiscal year of the Borrower, shall not to exceed $20,000,000; provided that (i) such Disposition shall be made for fair value 25% of Consolidated Tangible Assets (determined as if such Disposition was consummated on an arms’-length basisof the last day of the immediately preceding fiscal quarter for which financial statements have been delivered pursuant to Section 6.1), (ii) the consideration for such sale or other disposition consists of at least 75% in cash and Cash Equivalents and (iii) no Event of Default then exists or would result therefrom.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s 's Capital Stock to any Person, except: (a) the Disposition of obsolete, worn out, retired or surplus property (other than current assets) in the ordinary course of business and Dispositions of obsolete or worn out property (other than current assets) no longer used with an aggregate book value or useful fair market value, whichever is less, not in the conduct excess of the business of Group Members$500,000 in any fiscal year; (b) Dispositions the sale, lease or other disposition of inventory and Cash Equivalents in the ordinary course of business; (c) Dispositions permitted to any other Restricted Group Member (upon voluntary liquidation or otherwise); provided that any Disposition of Collateral included therein shall be made subject to the Liens of the Collateral Agent thereon and, prior to any such Disposition, the applicable Restricted Group Members shall have taken all action required by clause (i) of Section 7.4(b)the Collateral Agent to create, perfect and protect such Liens and the priority thereof; (d) the sale or issuance of any Restricted Subsidiary’s 's Capital Stock to the Borrower or any Subsidiary GuarantorRestricted Group Member; (e) the Disposition of Non-Operating Assets for fair market value (measured in the case of Dispositions consisting of Non-Operating Assets for consideration in excess of $5,000,000 based on the appraised value of such Non-Operating Assets) cash consideration not to exceed in the aggregate for any fiscal year of the saleBorrower, transfer$4,000,000; provided that in any fiscal year of the Borrower, assignment or other disposition the $4,000,000 amount may be increased by the Additional Non-Operating Asset Sale Amount for such fiscal year if: (i) LTM EBITDA for the period ending on the last day of unpaid the third fiscal quarter of the preceding fiscal year was not less than the LTM EBITDA required for such period pursuant to Section 6.1, and (ii) an amount equal to at least 50% (or, if at the time of any Disposition pursuant to this clause (e) the aggregate amount of cash proceeds of Dispositions of Non-Operating Assets by the Restricted Group Members since the Closing Date exceeds $45,000,000, 75%) of the excess, if any, of (x) the aggregate amount Non-Operating Asset Sale Proceeds received by the Borrower in any fiscal year from Dispositions pursuant to this clause (c) over (y) $4,000,000 is applied in accordance with Section 2.6(b) (and overdue accounts receivable in connection with such amount will be deemed to constitute Net Cash Proceeds of a Material Asset Sale for purposes of Section 2.6(b)); (f) the collection, compromise or settlement thereof license of intellectual property in the ordinary course of business and not as part of a financing transaction; (f) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement propertybusiness; (g) Dispositions resulting from casualty eventsdispositions of Capital Stock of Grand Summit Resort Properties, Inc. and Community Water Company; (h) licensesLeases that have a lease term of three years or less (or no more than five years with a five-year renewal term in the case of subclause (ii) below) that are (i) retail space leases to third-party retailers, sublicenses(ii) other leases covering spaces of 10,000 square feet or less, or (iii) ground leases and subleases of Intellectual Property real property other than (x) Skiable Terrain, (y) improved real property (except in the case of a replacement or renewal of any lease on such property existing as of the Group Members Closing Date) or (z) any other property necessary for the operation of any Ski Resort Properties in the ordinary course of business; (i) the Disposition Dispositions of any property acquired in connection with a Permitted Acquisition;Non-Operating Assets consisting of capital contributions permitted by Section 6.8(j) (j) transfers to Wolf Mountain Resorts, LC ("Wolf") of (i) 100 hotel/lodging unit undeveloped lots in Red Pine Village at The Canyons, together with associated water rights and utilities, in accordance with Section 12 of the Disposition of other property having a fair market value not Second Amendment to exceed $7,500,000 Ground Lease between ASC Utah and Wolf and (ii) ASC Utah's interest in the aggregate for any period land underlying the Willow Draw subdivision, consisting of two fiscal years 35 undeveloped residential lots, in accordance with Section 9 of the Borrower;Second Amendment to Ground Lease between ASC Utah and Wolf, together with associated water rights and utilities; and (k) modifications of the Orange Soda Disposition; and (l) Dispositions of other "Premises" under the Ground Lease between Wolf and ASC Utah to facilitate property in an aggregate amount not re-alignment and base area development at The Canyons, on terms disclosed to exceed $20,000,000; provided that (i) such Disposition shall be made for fair value (determined as if such Disposition was consummated on an arms’-length basis), (ii) and approved by the consideration for such sale or other disposition consists of at least 75% in cash and Cash Equivalents and (iii) no Event of Default then exists or would result therefromAdministrative Agent.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) sales of inventory, used or surplus equipment in the Disposition ordinary course of obsoletebusiness; (b) Dispositions of used, damaged, worn out, retired obsolete or surplus property (other than current assets) by the Borrower or any Subsidiary in the ordinary course of business and Dispositions the abandonment or other Disposition of property (other than current assets) intellectual property, in each case as determined by the Borrower or such Subsidiary in its reasonable judgment to be no longer used economically practicable to maintain or useful in the conduct of the business of Group Membersthe Borrower and its Subsidiaries taken as a whole; (bc) Dispositions sales, transfers, issuances and dispositions by (i) any Subsidiary to any Loan Party, and (ii) a Subsidiary that is not a Loan Party to any other Subsidiary that is not a Loan Party; (d) leases of inventory and Cash Equivalents real or personal property in the ordinary course of business; (c) Dispositions permitted by clause (i) of Section 7.4(b); (d) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower or any Subsidiary Guarantor; (e) Dispositions consisting of assets to the saleextent such Dispositions constitute, transferor are consideration for, assignment Investments or other disposition of unpaid and overdue accounts receivable transactions in connection compliance with the collectionSection 7.4 or Section 7.8; provided that if such assets constitute consideration for any Investment or other permitted transaction, compromise or settlement thereof in the ordinary course of business and not as part of a financing transactionsuch Disposition is for fair value; (f) Dispositions of property to the extent that (i) such property is exchanged cash and Cash Equivalents in transactions not prohibited hereby and inventory and goods held for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (g) Dispositions resulting from casualty events; (h) licenses, sublicenses, leases and subleases of Intellectual Property of the Group Members sale in the ordinary course of business; (ig) the Disposition Dispositions of any property acquired accounts receivable in connection with a Permitted Acquisitionthe collection or compromise thereof; (h) leases, subleases, assignments, licenses or sublicenses, in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower and the Subsidiaries; (i) transfers of property subject to Recovery Events upon receipt of the Net Cash Proceeds of such Recovery Event; (j) the Disposition of other property having a fair market value not to exceed $7,500,000 in the aggregate for any period of two fiscal years of the Borrower;Restricted Payments permitted by Section 7.6; 509265-1496-1626614997-Active.24788754.1135668272.3 (k) Dispositions of Investments in joint ventures or minority ownership investments to the Orange Soda Dispositionextent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties or co-owners set forth in joint venture or minority ownership arrangements and similar binding arrangements; and (l) Dispositions of other property in an aggregate amount not to exceed $20,000,000Dispositions; provided that (i) the aggregate revenues in respect of any such Disposition, calculated in the aggregate with the aggregate revenues of all other Dispositions made in accordance with this clause (l) during the preceding four fiscal quarters of the Borrower, does not exceed 25% of total revenues of the Borrower and its Subsidiaries taken as a whole for the four fiscal quarter period ending immediately prior to the consummation of such Disposition, (ii) no Default or Event of Default shall occur or shall reasonably be expected to occur with respect to any Disposition proposed to be consummated pursuant to this clause (l) by virtue of any reduction in the total revenues of the Borrower and its Subsidiaries, (iii) the Disposition shall be made to unaffiliated third parties for fair value and for cash consideration of not less than 70% of the value of the asset disposed and (determined as if such iv) the Net Cash Proceeds of any Disposition was consummated on an arms’-length basispursuant to this Section 7.5(l) shall be applied to prepay the Term Loans in accordance with, and to the extent required by, Section 2.11(c). For purposes of this Section 7.5(l), the amount (iiwithout duplication) of (x) any liabilities of the consideration Borrower or its Subsidiaries that is expressly assumed by the transferee, (y) any notes, securities or similar obligations or items of property received from such transferee that are converted into, sold or exchanged within 180 days of receipt for such sale cash or other disposition consists of at least 75% in cash and Cash Equivalents Equivalents, and (iiiz) no Event any Designated Noncash Consideration having an aggregate fair market value that, when taken together with the fair market value of Default all other Designated Noncash Consideration previously received and then exists or would result therefromoutstanding does not exceed $30,000,000 at the time of receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value) shall in each case be deemed to be cash.

Disposition of Property. Dispose of Make any Disposition of its propertyProperty, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: except (a) a Disposition by Borrower to a Wholly-Owned Restricted Subsidiary which is a Subsidiary Guarantor, or by a Restricted Subsidiary to Borrower or another Restricted Subsidiary (provided that any Disposition by a Subsidiary Guarantor must be to another Subsidiary Guarantor or to Borrower), (b) Investments permitted by Section 6.16 to the extent constituting Dispositions, (c) the Disposition of obsoleteany Equity Interests of (or other Investments in) any Joint Venture to the extent required by the terms of any agreement governing such Joint Venture, worn out(d) Dispositions of (i) accounts receivable and (ii) collateral securing accounts receivable and guarantees supporting accounts receivable, retired in each case set forth in clauses (i) and (ii) as transferred in connection with a receivables financing permitted under Section 6.10(k) (it being agreed that any lien releases to be executed by the Agent in connection therewith shall be limited to Collateral not exceeding in the aggregate the greater of (i) $25,000,000 and (ii) 12.5% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available and shall otherwise be in form reasonably acceptable to the Agent), (e) Dispositions, of which the fair market value (as reasonably determined in good faith by a Senior Officer of Borrower), when aggregated with the proceeds of all other Dispositions incurred under this clause (e) within the same Fiscal Year, are less than or surplus property equal to the greater of (i) $100,000,000 and (ii) an amount equal to 12.5% of Consolidated Total Assets, (f) sales, rentals or leases of satellite capacity, bandwidth, beams, transponders or threads or other than current assets) grants of rights of satellite use or of any other portion of a Satellite in the ordinary course of business and Dispositions of property (other than current assets) no longer used or useful in the conduct of the business of Group Members; (b) Dispositions of inventory and Cash Equivalents in the ordinary course of business; (c) Dispositions permitted by clause (i) of Section 7.4(b); (d) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower or any Subsidiary Guarantor; (e) Dispositions consisting of the sale, transfer, assignment or other disposition of unpaid and overdue accounts receivable in connection with the collection, compromise or settlement thereof in the ordinary course of business and not as part of a financing transaction; (f) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (g) Dispositions resulting from casualty events; (h) licenses, sublicenses, leases and subleases of Intellectual Property of the Group Members in the ordinary course of business; (i) the Disposition of any property acquired in connection with a Permitted Acquisition; Satellite (jother than the ViaSat-1 and ViaSat-2 Satellites) the Disposition of other property having a for fair market value (as reasonably determined in good faith by a Senior Officer of Borrower) to any Person for whom such Satellite was procured that is not to exceed $7,500,000 in the aggregate for any period an Affiliate of two fiscal years of the Borrower; (k) the Orange Soda Disposition; and (l) Dispositions of other property in an aggregate amount not to exceed $20,000,000; provided that in the case of clause (i) such Disposition shall be made for fair value (determined as if such Disposition was consummated on an arms’-length basisd), (ii) the consideration for such sale or other disposition consists of at least 75% in cash and Cash Equivalents and (iii) no Event of Default then exists or would result therefromfrom Dispositions made in connection with any new or extended receivables financing and in the case of clause (e), no Event of Default then exists or would result from such Disposition.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsoletesurplus, obsolete or worn out, retired or surplus out property (other than current assets) in the ordinary course of business and Dispositions of property (other than current assets) no longer used or useful in the conduct of the business of Group Membersbusiness; (b) Dispositions the sale of inventory and Cash Equivalents in the ordinary course of business; (c) Dispositions permitted by clause (i) of Section 7.4(b7.4(c); (d) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower or any Subsidiary Guarantor; (e) Dispositions consisting the Disposition of the sale, transfer, assignment or other disposition of unpaid and overdue accounts receivable in connection with the collection, compromise or settlement thereof in the ordinary course of business and not as part of a financing transactionCash Equivalents; (f) Dispositions of property to the extent that constituting (i) such property is exchanged for credit against the purchase price of similar replacement property or Investments permitted pursuant to Section 7.7, (ii) the proceeds of such Disposition are promptly applied transactions permitted pursuant to the purchase price of such replacement propertySection 7.4, and (iii) Restricted Payments permitted pursuant to Section 7.6; (g) Dispositions resulting from casualty eventsthe Disposition of the Lake Placid Facility, the Toronto Facility and the Xxxxxxxx Facility; (h) licensessale and leaseback transactions permitted pursuant to Section 7.10; (i) the discount or write-off of accounts receivable overdue by more than 90 days or the sale of any such account receivables for the purpose of collection to any collection agency, sublicensesin each case in the ordinary course of business; (j) assignments, leases licenses and subleases sublicenses of Intellectual Property of the Group Members in the ordinary course of business; (ik) the Disposition any true lease or sublease of any property acquired in connection with the ordinary course of business not constituting Indebtedness and not constituting a Permitted Acquisition;sale and leaseback transaction; and (jl) the Disposition of other property having a fair market value not to exceed $7,500,000 15,000,000 in the aggregate for any period of two fiscal years year of the Borrower; (k) the Orange Soda Disposition; and (l) Dispositions of other property in an aggregate amount not to exceed $20,000,000; provided that (i) such Disposition shall be made for fair value (determined as if such Disposition was consummated on an arms’-length basis), (ii) the consideration for such sale or other disposition consists of at least 75% in cash and Cash Equivalents and (iii) no Event of Default then exists or would result therefrom.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsoleteunnecessary, obsolete or worn out, retired or surplus out property (other than current assets) in the ordinary course of business and Dispositions of property (other than current assets) no longer used or useful in the conduct of the business of Group Membersbusiness; (b) Dispositions the sale of inventory and Cash Equivalents in the ordinary course of business; (c) Dispositions permitted by clause (i) of Section 7.4(b); (d) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower or any Subsidiary Guarantor[reserved]; (e) Dispositions consisting of the sale, transfer, assignment or other disposition of unpaid and overdue accounts receivable in connection with the collection, compromise or settlement thereof in the ordinary course of business and not as part of a financing transactionany Permitted Receivables Financing; (f) Dispositions of property to listed and described on Schedule 7.5 as in effect on the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement propertyClosing Date; (g) Dispositions resulting any Disposition of assets (i) from casualty eventsone Foreign Subsidiary (other than any Loan Party) to a Foreign Subsidiary, (ii) from one Loan Party to another Loan Party or (iii) from a Subsidiary to a Loan Party; (h) licenses, sublicenses, leases and subleases the Disposition of Intellectual Property other property not described in clauses (a) - (g) above or (i)-(o) below for not less than fair market value as long as (i) at least 75% of the Group Members consideration consists of cash and cash equivalents (provided that such minimum cash/cash equivalent requirement shall not apply to any Disposition or series of related Dispositions of property having a fair market value of $25,000,000 or less as long as the aggregate fair market value of property Disposed of which is not subject to such minimum cash/cash equivalent requirement does not exceed $75,000,000 after the Closing Date) and (ii) the aggregate fair market value of such property so disposed of does not exceed the sum of (A) 30% of the Consolidated Total Assets of the Company as determined on the Closing Date plus (B) the proceeds of all Reinvestment Deferred Amounts with respect to Dispositions reinvested in the business of the Company and its Subsidiaries after the Closing Date; provided, that neither the Company nor any Subsidiary Guarantor shall make Dispositions under this clause (h), the proceeds of which are reinvested in Subsidiaries that are not Subsidiary Guarantors, with respect to property having an aggregate fair market value in excess of 30% of the Consolidated Total Assets of the Company as determined on the Closing Date; (i) the Company or any of its Subsidiaries may transfer or contribute ownership of the Capital Stock of any Foreign Subsidiary or the assets of any Foreign Subsidiary to the Company or a Subsidiary of the Company; (j) the Company or any of its Subsidiaries may transfer or contribute ownership of the Capital Stock of any Foreign Subsidiary or Joint Venture formed or organized under the laws of (i) the People’s Republic of China or (ii) any state, province, district or other subdivision thereof in each case to a Wholly Owned Subsidiary of the Company that is formed or organized under the laws of (A) either the People’s Republic of China or the United States or (B) any state, province, district or other subdivision of either such country; (k) the Company and its Subsidiaries may sell property pursuant to Permitted Sale/Leasebacks; (l) the Disposition of property as an Investment made pursuant to Section 7.8(g) in any Joint Venture or in any Person who, prior to the Investment, is not a Subsidiary and who becomes, as a result of the Investment, a Subsidiary that is not a Wholly Owned Subsidiary; (m) the Disposition of the Capital Stock or assets of any Immaterial Subsidiary; (n) the sale by the Company and its Subsidiaries (i) of instruments in the People’s Republic of China and (ii) bills of exchange of the Company and its Subsidiaries in Europe; (o) sales of Cash Equivalents in the ordinary course of business; (ip) at the request of the Administrative Agent, the shares of any Foreign Subsidiary formed or organized under the laws of the Czech Republic may be transferred to any Wholly Owned Subsidiary to the extent necessary to pledge up to 65% of the voting capital stock of such Subsidiary under the laws of the Czech Republic pursuant to the Security Documents; (q) the Disposition of any property acquired the Xxxx County Facility from TAOC to the Xxxx County Industrial Building Authority, in connection with a Permitted Acquisitionthe Xxxx County Facility IDB Transaction; (jr) the Disposition Company or any of other property having a fair market value not to exceed $7,500,000 in the aggregate for any period of two fiscal years its Subsidiaries may transfer or contribute ownership of the Borrower; Capital Stock of any Foreign Subsidiary formed or organized under the laws of (ka) the Orange Soda Dispositionany European country or (b) any state, province, district or other subdivision of any such country, in each case to a Foreign Subsidiary that is a European holding company; and (ls) Dispositions of other property Company Stock. Simultaneously with any transfer described in an aggregate amount not to exceed $20,000,000; provided that (i) such Disposition shall be made for fair value (determined as if such Disposition was consummated on an arms’-length basisSection 7.5(i), (iij) or (r) of this Agreement, the consideration for Lenders authorize the Administrative Agent to release the Lien on and security interest created by the Loan Documents in the Capital Stock of the Subsidiaries so transferred or contributed and authorize the Administrative Agent to take any action reasonably requested by the Company to effect such sale or other disposition consists of at least 75% in cash and Cash Equivalents and (iii) no Event of Default then exists or would result therefromrelease.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of damaged, obsolete, worn out, retired out or surplus property (other than current assets) in the ordinary course of business and Dispositions of property (other than current assets) no longer used or useful in the conduct of the business of Group Membersbusiness; (b) Dispositions the Disposition of inventory and Cash Equivalents equipment held for sale in the ordinary course of business; (c) Dispositions permitted by clause (i) of Section 7.4(b8.4(b); (d) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower or any Subsidiary GuarantorLoan Party; (e) Dispositions consisting leases, subleases and licenses of the sale, transfer, assignment or other disposition of unpaid and overdue accounts receivable in connection with the collection, compromise or settlement thereof customer-operated stores in the ordinary course of business and not as part of a financing transactionconsistent with past practice; (f) Dispositions of property to the extent that (i) such property is exchanged for credit against Disposition, after the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (g) Dispositions resulting from casualty events; (h) licensesClosing Date, sublicenses, leases and subleases of Intellectual Property of the Group Members in the ordinary course of business; (i) the Disposition of any property acquired in connection with a Permitted Acquisition; (j) the Disposition of other property having a fair market value not to exceed $7,500,000 30,000,000 in the aggregate for any period of two fiscal years year of the Borrower, provided that at least 75% of the consideration therefor shall consist of cash or cash equivalents; (g) the sale of Investments permitted pursuant to Section 8.8(b) and Dispositions to effect Investments permitted pursuant to Section 8.8(g); (h) any Recovery Event; provided, that the requirements of Section 4.2(b) are complied with in connection therewith; (i) sales or discounts of receivables in the ordinary course of business in connection with the compromise or collection thereof; (j) cancellation of any Indebtedness constituting an Investment in a Loan Party permitted pursuant to Section 8.8 if Capital Stock of such Loan Party is issued in substitution therefor or repayment thereof; and (k) Sale and Leaseback Transactions of the Orange Soda Disposition; and (l) Dispositions “Store Properties” acquired by the Borrower or one of other property in an aggregate amount not the Subsidiary Guarantors pursuant the New Albertson’s Acquisition and listed on Schedule I to exceed $20,000,000the Second Amendment; provided that (ithe fair market value of all such Property Disposed of pursuant to this Section 8.5(k) such Disposition shall be made for fair value (determined as if such Disposition was consummated on an arms’-length basis), (ii) not exceed $15,000,000 in the consideration for such sale or other disposition consists of at least 75% in cash and Cash Equivalents and (iii) no Event of Default then exists or would result therefromaggregate.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of damaged, obsolete, worn out, retired out or surplus property (other than current assets) in the ordinary course of business and Dispositions of property (other than current assets) no longer used or useful in the conduct of the business of Group Membersbusiness; (b) Dispositions the Disposition of inventory and Cash Equivalents equipment held for sale in the ordinary course of business; (c) Dispositions permitted by clause (i) of Section 7.4(b8.04(b); (d) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower or any Subsidiary GuarantorLoan Party (other than Parent); (e) Dispositions consisting leases, subleases and licenses of the sale, transfer, assignment or other disposition of unpaid and overdue accounts receivable in connection with the collection, compromise or settlement thereof customer-operated stores in the ordinary course of business and not as part of a financing transactionconsistent with past practice; (f) Dispositions of property to the extent that (i) such property is exchanged for credit against Disposition, after the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (g) Dispositions resulting from casualty events; (h) licensesClosing Date, sublicenses, leases and subleases of Intellectual Property of the Group Members in the ordinary course of business; (i) the Disposition of any property acquired in connection with a Permitted Acquisition; (j) the Disposition of other property having a fair market value not to exceed $7,500,000 50,000,000 in the aggregate for any period of two fiscal years year of the Borrower, provided, that at least 75% of the consideration therefor shall consist of cash or Cash Equivalents; (g) the sale of Investments permitted pursuant to Section 8.08(b) and Dispositions to effect Investments permitted pursuant to Section 8.08(g); (h) any Recovery Event; provided that the requirements of Section 4.03(b) are complied with in connection therewith; (i) sales or discounts of receivables in the ordinary course of business in connection with the compromise or collection thereof; (j) cancellation of any Indebtedness constituting an Investment in a Loan Party (other than Parent) permitted pursuant to Section 8.08 if Capital Stock of such Loan Party is issued in substitution therefor or repayment thereof; and (k) any other Disposition after the Orange Soda Disposition; and (l) Dispositions of other property in an aggregate amount not to exceed $20,000,000Closing Date; provided that (iw) such Disposition shall be made is for fair value (determined as if such Disposition was consummated on an arms’-length basis), (ii) the consideration for such sale or other disposition consists of at least 75% in of which is cash and Cash Equivalents (it being agreed that up to $10,000,000 in the aggregate of consideration that is not cash or Cash Equivalents may be deemed by the Borrower to be cash and Cash Equivalents for purposes of this clause (iiiw)), (x) such consideration is at least equal to the fair market value of the property being Disposed, (y) at the time of such Disposition, no Default or Event of Default then exists or would result therefrom.shall be continuing and (z) any Net Cash Proceeds in excess of $50,000,000 received pursuant to this clause (k) shall be applied to make a mandatory prepayment of the Loans pursuant to Section 4.03(b) and, notwithstanding anything in Section 4.03(b) to the contrary, shall not be subject to any reinvestment right set forth therein;

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsolete, obsolete or worn out, retired or surplus out property (other than current assets) in the ordinary course of business and Dispositions of property (other than current assets) no longer used or useful in the conduct of the business of Group Membersbusiness; (b) Dispositions the sale of inventory and Cash Equivalents in the ordinary course of business; (c) Dispositions permitted by clause clauses (ii)(A) and (ii) of Section 7.4(b); (d) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower or any Subsidiary Guarantor; (e) Dispositions consisting sales of Securitization Assets in Securitizations, provided that (i) each such Securitization is effected on market terms as reasonably determined by the management of the sale, transfer, assignment or other disposition Borrower and (ii) the aggregate amount of unpaid and overdue accounts receivable Third Party Interests in connection with the collection, compromise or settlement thereof in the ordinary course respect of business and all such Securitizations does not as part of a financing transactionexceed $300,000,000 at any time outstanding; (f) Dispositions a sale-leaseback by the Borrower or any Restricted Subsidiary of property fixed assets for fair market value in a transaction not otherwise prohibited hereunder, provided that (x) such assets were first acquired by the Borrower or any Restricted Subsidiary no earlier than 180 days prior to the extent that date of such sale-leaseback and (i) such property is exchanged for credit against the purchase price of similar replacement property or (iiy) the proceeds fair market value of such Disposition are promptly applied assets Disposed of pursuant to this paragraph (f) shall not exceed $10,000,000 in the purchase price of such replacement propertyaggregate in any fiscal year; (g) Dispositions resulting from casualty eventsthe payment of cash dividends to the holders of the Borrower’s outstanding Capital Stock and the payment of cash dividends to the holders of any Restricted Subsidiary’s outstanding Capital Stock on a pro rata basis; (h) licenses, sublicenses, leases Dispositions of Cash Equivalents and subleases of Intellectual Property marketable securities for a purchase price that is not less than fair market value of the Group Members Investments being sold in connection with the cash management operations of the Borrower and the Restricted Subsidiaries in the ordinary course of business; (i) the Disposition sale or issuance of the Borrower’s or any property acquired in connection with a Permitted AcquisitionRestricted Subsidiary’s Capital Stock under compensation arrangements and employee benefits plans approved by the board of directors of the Borrower or such Restricted Subsidiary; (j) Dispositions of property by the Disposition of other property having a fair market value not Borrower or any Restricted Subsidiary to exceed $7,500,000 in the aggregate for Borrower or any period of two fiscal years of the BorrowerSubsidiary Guarantor; (k) the Orange Soda DispositionDispositions of property by any Restricted Subsidiary that is not a Subsidiary Guarantor to any other Restricted Subsidiary that is not a Subsidiary Guarantor; and (l) Dispositions the Disposition of other property, provided that, at the time of such Disposition, the fair market value of the property in an aggregate amount so Disposed, together with the fair market value of all other property Disposed under this Section 7.5(l) during such fiscal year of the Borrower, shall not to exceed $20,000,000; provided that (i) such Disposition shall be made for fair value 25% of Consolidated Tangible Assets (determined as if such Disposition was consummated on an arms’-length basisof the last day of the immediately preceding fiscal quarter for which financial statements have been delivered pursuant to Section 6.1), (ii) the consideration for such sale or other disposition consists of at least 75% in cash and Cash Equivalents and (iii) no Event of Default then exists or would result therefrom.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsolete, obsolete or worn out, retired or surplus out property in the ordinary course of business; (other than current assetsb) the sale of inventory in the ordinary course of business and Dispositions of property (other than current assets) no longer used or useful in the conduct of the business of Group Members; (b) Dispositions of inventory and Cash Equivalents in the ordinary course of business; (c) Dispositions permitted by clause (i) of Section 7.4(b)6.04; (d) Dispositions of Receivables pursuant to Factoring Arrangements, so long as, on the last day of each calendar month, the aggregate amount of Receivables that have been Disposed of pursuant thereto and that are then outstanding shall not exceed the Factoring Basket then in effect; (e) Dispositions pursuant to sale and leaseback transactions permitted pursuant to Section 6.11; (f) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary GuarantorGuarantor or the sale or issuance of any Excluded Subsidiary’s Capital Stock to any other Excluded Subsidiary; (eg) (i) any Permitted Asset Sales; provided that the Net Cash Proceeds thereof are applied to prepay the Loans, to the extent required by Section 2.15 or Section 2.16, as applicable and (ii) any Disposition that does not constitute an “Asset Sale” pursuant to clause (ii) of the definition thereof; (h) Dispositions in connection with the U.K. Dissolution or the Company Voluntary Arrangements; (i) Dispositions constituting Investments permitted by Section 6.08; (j) Dispositions consisting of (i) operating leases to Loan Parties, (ii) operating leases to Joint Ventures of assets at a fair market value in an aggregate amount not to exceed at any date the sale, transfer, assignment or other disposition Joint Venture Basket then in effect and (iii) operating leases to Excluded Subsidiaries of unpaid and overdue accounts receivable assets at a fair market value in connection with an aggregate amount not to exceed at any date the collection, compromise or settlement thereof Intercompany Basket then in effect; (k) intercompany Dispositions necessary in order to effect the Tax Restructuring; (l) the licensing of Intellectual Property in the ordinary course of business and not as part in a manner consistent with past practices of a financing transactionthe Borrower and its Subsidiaries; (fm) Dispositions transfers of property accounts receivable and related rights by F-M Canada to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (g) Dispositions resulting from casualty events; (h) licenses, sublicenses, leases and subleases of Intellectual Property of the Group Members in the ordinary course of business; (i) the Disposition of any property acquired in connection with a Permitted Acquisition; (j) the Disposition of other property having a fair market value not to exceed $7,500,000 in the aggregate for any period of two fiscal years of the Borrower; (kn) involuntary dispositions consisting of property or casualty events or condemnation proceedings, in each case resulting in a Recovery Event; (o) Dispositions of in-plant maintenance, repair and operating and perishable tooling operations to third parties in connection with the outsourcing and such operations; (p) the Orange Soda DispositionWxxxxx Lighting Divestiture; and (lq) Dispositions of other property in an aggregate amount not assets pursuant to exceed $20,000,000; provided that (i) such Disposition shall be made for fair value (determined as if such Disposition was consummated on an arms’-length basis), (ii) the consideration for such sale or other disposition consists of at least 75% in cash and Cash Equivalents and (iii) no Event of Default then exists or would result therefroma Permitted Receivables Facility.

Disposition of Property. The Borrower shall not, and shall not cause or permit any Subsidiary to, Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock Equity Interests to any Person, except: (a) the Disposition of obsolete, obsolete or worn out, retired or surplus out property (other than current assets) in the ordinary course of business and Dispositions of property (other than current assets) no longer used or useful in the conduct of the business of Group Members; (b) Dispositions of inventory and Cash Equivalents in the ordinary course of business; (c) Dispositions permitted by clause (i) of Section 7.4(b); (d) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower or any Subsidiary Guarantor; (e) Dispositions consisting of the sale, transfer, assignment or other disposition of unpaid and overdue accounts receivable in connection with the collection, compromise or settlement thereof in the ordinary course of business and not as part of a financing transaction; (f) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (g) Dispositions resulting from casualty events; (h) licenses, sublicenses, leases and subleases of Intellectual Property of the Group Members in the ordinary course of business; (i) the Disposition sale of any property acquired inventory or (ii) licensing in connection with a Permitted Acquisitionthe sale of the Borrower’s products and services, in each case in the ordinary course of business; (jc) the sale or issuance of any Subsidiary’s Equity Interests to the Borrower or any Wholly Owned Subsidiary Guarantor; (d) any Disposition of assets (i) from one Foreign Subsidiary to another Foreign Subsidiary, (ii) from one Loan Party to another Loan Party or (iii) from a Subsidiary to a Loan Party; (e) sales of (i) Cash Equivalent Investments and (ii) Investments listed in Section 6.6(j), (k) and (l) in the ordinary course of business and for fair market value; (f) Dispositions for the abandonment of unnecessary trademarks, patents, patent applications and related rights if the Borrower determines in good faith that such abandonment is in the best interests of the Borrower and its Subsidiaries; and (g) the Disposition of other property having a not described in clauses (a) through (f) above for not less than fair market value not to exceed $7,500,000 in the aggregate for any period of two fiscal years of the Borrower; (k) the Orange Soda Disposition; and (l) Dispositions of other property in an aggregate amount not to exceed $20,000,000; provided that as long as (i) such Disposition shall be made for fair value (determined as if such Disposition was consummated on an arms’-length basis)at least 75% of the consideration therefor consists of cash and Cash Equivalent Investments, (ii) the consideration for Borrower complies with Section 2.10 in connection with such sale or other disposition consists of at least 75% in cash and Cash Equivalents and Disposition, (iii) no Event the aggregate fair market value of Default then exists or would result therefromthe properties subject to a Disposition pursuant to this clause (f) in any fiscal year does not exceed $75,000,000 and (iv) the aggregate fair market value of the properties subject to a Disposition pursuant to this clause (g) after the Effective Date does not exceed $200,000,000.

Disposition of Property. No Group Company shall, and shall not cause or permit any Subsidiary thereof to, Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted SubsidiarySubsidiary thereof, issue or sell any shares of such Restricted Subsidiary’s Capital Stock Equity Interests to any Person, except: (a) the Disposition of obsolete, obsolete or worn out, retired or surplus out property (other than current assets) in the ordinary course of business, including the shutdown of any site or location utilized by the Loan Parties for business and Dispositions of property (other than current assets) no longer used or useful in the conduct of the business of Group Membersoperations; (b) Dispositions the sale of inventory and Cash Equivalents Inventory in the ordinary course of business; (c) Dispositions permitted by clause (i) of Section 7.4(b); (d) the sale or issuance of any Restricted Subsidiary’s Capital Stock Equity Interests to any Loan Party or, in the Borrower or case of any Subsidiary Guarantorthat is not a Loan Party, to any other Subsidiary that is not a Loan Party; (d) any Disposition of assets (i) from a Subsidiary that is not a Loan Party to another Subsidiary that is not a Loan Party, (ii) from any Loan Party to another Loan Party or (iii) from a Subsidiary that is not a Loan Party to a Loan Party; (e) Dispositions consisting sales of the sale, transfer, assignment or other disposition of unpaid and overdue accounts receivable in connection with the collection, compromise or settlement thereof Cash Equivalent Investments in the ordinary course of business and not as part of a financing transactionfor fair market value; (f) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (g) Dispositions resulting from casualty events; (h) licenses, sublicenses, leases and subleases of Intellectual Property of the Group Members in the ordinary course of business; (i) the Disposition of any property acquired in connection with a Permitted Acquisition; (j) the Disposition of other property having a (other than any Collateral included in the Borrowing Base) not described under this Section 6.5 for not less than fair market value not to exceed $7,500,000 in the aggregate for any period of two fiscal years of the Borrower; (k) the Orange Soda Disposition; and (l) Dispositions of other property in an aggregate amount not to exceed $20,000,000; provided that as long as (i) such Disposition shall be made for fair value (determined as if such Disposition was consummated on an arms’-length basis), (ii) the consideration for such sale or other disposition consists of at least 75% in cash and Cash Equivalents and (iii) no Event of Default has occurred and is then exists continuing or would result therefrom, (ii) at least 75% of the consideration therefor consists of cash and Cash Equivalent Investments, and (iii) the aggregate fair market value of such property so disposed of does not exceed $350,000 in any fiscal year; and (g) any Disposition of assets by a Subsidiary that is not a Loan Party so long as such Disposition could not reasonably be determined to have a material adverse impact on the business of (i) the Loan Parties or (ii) Holdings and its Subsidiaries.

Disposition of Property. The Parent shall not, and shall not permit any Subsidiary to, Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock Equity Interests to any Person, except: (a) the Disposition of obsolete, obsolete or worn out, retired or surplus out property (other than current assets) in the ordinary course of business and Dispositions of property (other than current assets) no longer used or useful in the conduct of the business of Group Membersbusiness; (b) Dispositions the sale of inventory and Cash Equivalents in the ordinary course of business; (c) Dispositions the sale or issuance of any Subsidiary’s Equity Interests to any Loan Party, or ratably to its existing owners, or as permitted by clause Section 6.16(a) or (i) of Section 7.4(bb); (d) the sale any Disposition of assets (i) from one Subsidiary that is not a Guarantor to another Subsidiary that is not a Guarantor, (ii) from one Loan Party to another Loan Party or issuance of any Restricted Subsidiary’s Capital Stock (iii) from a Subsidiary that is not a Guarantor to the Borrower or any Subsidiary Guarantora Loan Party; (e) Dispositions consisting sales of the sale, transfer, assignment or other disposition of unpaid Cash Equivalent Investments and overdue accounts receivable in connection with the collection, compromise or settlement thereof publicly-traded securities in the ordinary course of business and not as part of a financing transactionfor fair market value; (f) Dispositions of property any Disposition pursuant to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement propertySection 6.17; (g) Dispositions resulting from casualty events;the issuance of Redeemable Capital Securities permitted by Section 6.2; and (h) licenses, sublicenses, leases and subleases of Intellectual Property of the Group Members in the ordinary course of business; (i) the Disposition of any property acquired in connection with a Permitted Acquisition; (j) the Disposition of other property having a not described in clauses (a) through (g) above to Persons other than the Parent and its Subsidiaries for not less than fair market value not to exceed $7,500,000 in as long as the aggregate for fair market value of any period property constituting Collateral so disposed of two fiscal years of the Borrower; (k) the Orange Soda Disposition; and (l) Dispositions of other property in an aggregate amount does not to exceed $20,000,000; provided provided, that neither the Parent nor any Subsidiary may Dispose of its interests in (iw) the Casa Xxxxxxx Mine, unless such Disposition shall be is made for fair value on arms’-length terms, (determined as if such Disposition was consummated on an arms’-length basisx) the Greens Creek Joint Venture Agreement, (y) the assets of any of the Greens Creek Joint Venture, the Greens Creek Mine, the Lucky Friday Mine, or upon and after the Klondex Acquisition Date, the Klondex Mines (including its rights to receive income, distributions, products or proceeds therefrom), except with respect to inventory (iiwhich, for the avoidance of doubt, shall not include metals streaming arrangements) and obsolete, damaged, immaterial, worn out or surplus property Disposed of, in each case, in the consideration for such sale ordinary course of business or other disposition consists (z) any member of at least 75% in cash the Greens Creek Group, Hecla Limited, or upon and Cash Equivalents and (iii) no Event after the Klondex Acquisition Date, any member of Default then exists or would result therefromthe Klondex Group.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsolete, obsolete or worn out, retired or surplus property (other than current assets) in the ordinary course of business and Dispositions of property (other than current assets) no longer used or useful in the conduct of the business of Group Membersout property; (b) Dispositions the sale of inventory and Cash Equivalents in the ordinary course of business; (c) Dispositions permitted by clause (i) sales of Section 7.4(b)RE/MAX Brokerage, LLC and its subsidiaries and of any Excluded Foreign Subsidiaries, Immaterial Subsidiaries or Unrestricted Subsidiaries of the Borrower or their respective assets; (d) Dispositions permitted by Section 7.4(b) and Dispositions in the form of Investments permitted by Section 7.7; (e) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower or any Subsidiary Guarantor; (e) Dispositions consisting Guarantor or the sale or issuance of the sale, transfer, assignment or other disposition of unpaid and overdue accounts receivable in connection with the collection, compromise or settlement thereof in the ordinary course of business and not as part Capital Stock of a financing transactionSubsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor or the issuance of any qualifying shares; (f) Dispositions of property pursuant to sale leasebacks permitted by Section 7.10 for the extent that (i) such property is exchanged for credit against aggregate consideration not exceeding $6,500,000 in the purchase price of similar replacement property or (ii) aggregate since the proceeds of such Disposition are promptly applied to the purchase price of such replacement propertyClosing Date; (g) Dispositions resulting from casualty events[Reserved]; (h) licensesDisposition of property by any Foreign Subsidiary to another Foreign Subsidiary and Dispositions of property by any Subsidiary that is not a Guarantor to the Borrower or any other Subsidiary; (i) leases, sublicensessubleases, leases licenses and subleases sublicenses of property (including Intellectual Property of the Group Members Property) in the ordinary course of business; (i) the Disposition of any property acquired in connection with a Permitted Acquisition; (j) the Disposition of other property or assets having a fair market value not to exceed $7,500,000 15,000,000 in the aggregate for any period of two fiscal years year of the Borrower; (k) Dispositions, discounts or forgiveness of accounts receivable in connection with the Orange Soda Dispositioncollection or compromise thereof; (l) the abandonment or other Disposition of Intellectual Property that is, in the reasonable business judgment of the Borrower, no longer necessary for the conduct of the business of the Loan Parties taken as a whole; (m) Dispositions of Cash Equivalents; and (l) Dispositions of other property in an aggregate amount not to exceed $20,000,000; provided that (i) such Disposition shall be made for fair value (determined as if such Disposition was consummated on an arms’-length basis), (iin) the consideration for issuance or sale by a Subsidiary of any shares of such sale or other disposition consists of at least 75% in cash and Cash Equivalents and (iii) no Event of Default then exists or would result therefromSubsidiary’s Capital Stock pursuant to a transaction permitted under Section 7.7.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsolete, obsolete or worn out, retired or surplus out property in the ordinary course of business; (other than current assetsb) the sale of inventory in the ordinary course of business and Dispositions of property (other than current assets) no longer used or useful in the conduct of the business of Group Members; (b) Dispositions of inventory and Cash Equivalents in the ordinary course of business; (c) Dispositions permitted by clause (i) in the form of transactions permitted by Section 7.4(b)6.04 and (ii) constituting Restricted Payments permitted by Section 6.06; (d) Dispositions of Receivables pursuant to Factoring Arrangements, so long as (i) solely with respect to Factoring Arrangements entered into by Excluded Subsidiaries, on the sale or issuance last day of each calendar month, the aggregate amount of Receivables that have been Disposed of pursuant to Factoring Arrangements of the Excluded Subsidiaries and that are then outstanding shall not exceed the Factoring Basket then in effect and (ii) immediately after giving effect to any Restricted Subsidiary’s Capital Stock such Disposition of Receivables (other than Long Dated Accounts Receivable that are, at the time of determination, not Eligible Accounts Receivable) of Group Members that are not Excluded Subsidiaries pursuant to a Factoring Arrangement, the amount of Available Accounts Receivable, determined as of the date of such Disposition, shall not be less than 40% of the lesser of (x) the aggregate Borrowing Base as of such date and (y) the Total Revolving Credit Commitment as of such date (and the Borrower shall have furnished to the Borrower or any Subsidiary GuarantorRevolving Administrative Agents advance written notice of such Factoring Arrangement, including the aggregate amount of Receivables expected to be Disposed of pursuant to such Factoring Arrangement and a list, in reasonable detail, of the Receivables to be subject to such Factoring Arrangement); (e) Dispositions consisting of the sale, transfer, assignment or other disposition of unpaid pursuant to sale and overdue accounts receivable in connection with the collection, compromise or settlement thereof in the ordinary course of business and not as part of a financing transactionleaseback transactions permitted pursuant to Section 6.11; (f) Dispositions the sale, issuance or transfer of property any Subsidiary’s Capital Stock in a merger or similar transaction permitted under Section 6.04 pursuant to which such Subsidiary is Disposed of or to the extent that (i) such property is exchanged for credit against Borrower or any Wholly Owned Subsidiary Guarantor or the purchase price sale, issuance or transfer of similar replacement property or (ii) the proceeds of such Disposition are promptly applied any Excluded Subsidiary’s Capital Stock to the purchase price of such replacement propertyany other Excluded Subsidiary; (g) Dispositions resulting from casualty eventsany Permitted Asset Sales; provided that (i) the Net Cash Proceeds thereof are applied to prepay the Loans, to the extent required by Section 2.15 or Section 2.16, as applicable and (ii) if (A) the aggregate fair market value of all consideration paid to the Group Members in respect of any such Asset Sale is greater than or equal to $50,000,000 and (B) such Asset Sale is consummated at any time when the Borrower is required to comply with the financial covenant set forth in Section 6.01, the Borrower shall be in compliance (unless compliance is waived by the Required Revolving Credit Lenders), determined on a Pro Forma Basis, with such covenant, and the Borrower shall have delivered to the Revolving Administrative Agent prior to the consummation of such Asset Sale such financial information as the Revolving Administrative Agent shall reasonably request to demonstrate such pro forma compliance; (h) licenses, sublicenses, leases and subleases of Intellectual Property any Disposition that does not constitute an “Asset Sale” pursuant to clause (b) of the Group Members in the ordinary course of businessdefinition thereof; (i) the Disposition of any property acquired in connection with a Permitted AcquisitionDispositions constituting Investments permitted by Section 6.08; (j) the Disposition Dispositions consisting of other property having (i) operating leases to Loan Parties, (ii) operating leases to Joint Ventures of assets at a fair market value not to exceed $7,500,000 in the aggregate for any period of two fiscal years of the Borrower; (k) the Orange Soda Disposition; and (l) Dispositions of other property in an aggregate amount not to exceed $20,000,000; provided that at any date the Joint Venture Basket then in effect and (iii) operating leases to Excluded Subsidiaries of assets at a fair market value; (k) intercompany Dispositions necessary in order to effect (i) such Disposition shall be made for fair value (determined as if such Disposition was consummated on an arms’-length basis)the Tax Restructuring, (ii) the consideration for such sale Business Segmentation Restructuring Plan or other disposition consists of at least 75% in cash and Cash Equivalents and (iii) no Event the Permitted Corporate Structure Transactions; (l) the licensing of Default then exists Intellectual Property in the ordinary course of business in a manner consistent with past practices of the Borrower and its Restricted Subsidiaries; (m) transfers of accounts receivable and related rights by F-M Canada to the Borrower; (n) involuntary dispositions consisting of property or would result therefromcasualty events or condemnation proceedings, in each case resulting in a Recovery Event; (o) Dispositions of in-plant maintenance, repair and operating and perishable tooling operations to third parties in connection with the outsourcing and such operations; (p) the Specified Divestitures; and (q) Dispositions of assets pursuant to a Permitted Receivables Facility.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, or issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of (i) used, obsolete, surplus or worn out, retired out property or surplus (ii) property (other than current assets) in the ordinary course of business and Dispositions of property (other than current assets) no longer used used, useful or useful economically practicable to maintain in the conduct of the business of any Group MembersMember, in each case, in the ordinary course of business; (b) Dispositions of inventory and Cash Equivalents other immaterial assets in the ordinary course of business; (c) Dispositions (i) permitted by clause (i) of Section 7.4(b), Section 7.4(c) and Section 7.4(d) and (ii) of assets by Loan Parties to Group Members that are not Loan Parties so long as either (A) the relevant transfer is made in the ordinary course of business in connection with the establishment of foreign operations or (B) the relevant transaction is treated as an Investment and permitted by Section 7.7; (d) the sale or issuance of (i) any Restricted Subsidiary’s (other than Borrower) Capital Stock to the Holdings, Borrower or any Subsidiary Guarantor, (ii) any Subsidiary’s (other than a Loan Party) Capital Stock to any other Subsidiary (other than a Loan Party), (iii) any Capital Stock of Holdings (other than Disqualified Stock), provided that it shall not immediately thereafter result in a Change of Control and/or (iv) the Borrower’s Capital Stock to Holdings to the extent that such Capital Stock is subject to a first priority perfected security interest in favor of the Collateral Agent after giving effect to such issuance; (e) Dispositions consisting the use or transfer of money or Cash Equivalents in a manner that is not otherwise prohibited by the sale, transfer, assignment terms of this Agreement or the other disposition of unpaid and overdue accounts receivable in connection with the collection, compromise or settlement thereof in the ordinary course of business and not as part of a financing transactionLoan Documents; (f) Dispositions the non-exclusive licensing of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (g) Dispositions resulting from casualty events; (h) licensespatents, sublicensestrademarks, leases copyrights, and subleases of other Intellectual Property of the Group Members rights in the ordinary course of business; (i) the Disposition of any property acquired in connection with a Permitted Acquisition; (jg) the Disposition of other property having a fair market value not to exceed the greater of $7,500,000 9,500,000 and 5.0% of LTM Consolidated Adjusted EBITDA in the aggregate for any period fiscal year of two fiscal years Holdings; (h) leases, subleases, licenses and sublicenses of real or personal property in the ordinary course of business; (i) discounts of or forgiveness of accounts receivable in the ordinary course of business or in connection with collection or compromise thereof and (ii) sales, transfers and other dispositions of accounts receivable in connection with collection thereof in the ordinary course of business; (j) dispositions of assets acquired by Holdings and its Subsidiaries pursuant to a Permitted Acquisition or other Specified Investment consummated within twelve (12) months of the Borrowerdate of the proposed disposition so long as the consideration received for the assets to be so disposed is at least equal to the fair market value thereof; (k) Liens permitted by Section 7.3 and Restricted Payments permitted by Section 7.6; (l) (i) dispositions resulting from any casualty or other insured damage to, or any taking under power of foreclosure or eminent domain or by condemnation or similar proceeding of any property or asset of Borrower or any Subsidiary and (ii) dispositions arising from the Orange Soda Dispositionexercise of termination rights under any lease, license, concession or other agreement, or necessary or advisable (as determined by the Borrower in good faith, which determination shall be conclusive) in order to consummate any acquisition of any Person, business or assets, or pursuant to buy/sell arrangements under any joint venture or similar agreement or arrangement; (m) the sale or issuance of de minimis Capital Stock of a Foreign Subsidiary to qualifying foreign directors as required by local law; and (ln) Dispositions of other property in for clarification and only to the extent that an aggregate amount not to exceed $20,000,000; provided that (i) Investment permitted under Section 7.7 would constitute a Disposition, such Disposition shall be made for fair value (determined as if such Disposition was consummated on an arms’-length basis), (ii) the consideration for such sale or other disposition consists of at least 75% in cash and Cash Equivalents and (iii) no Event of Default then exists or would result therefromInvestment permitted under Section 7.7.

Disposition of Property. Dispose of any of its propertyproperty or rights, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsoleteunnecessary, obsolete or worn out, retired out property ; (b) the sale of inventory or surplus property (other than current assets) goods held for sale in the ordinary course of business and Dispositions of property (other than current assets) no longer used or useful in the conduct of the business of Group Members; (b) Dispositions of inventory and Cash Equivalents in the ordinary course of business;business; (c) Dispositions permitted by clause (i) of Section 7.4(b), and Dispositions to effect Restricted Payments and Investments permitted pursuant to Section 7.6 (other than Section 7.6(h)) or 7.7 (other than Section 7.7(y) and (cc)), respectively; ; provided that no Subsidiary may make a Disposition of any material Intellectual Property to any Unrestricted Subsidiary pursuant to this Section 7.5(c) unless such Disposition is to effect an Investment permitted pursuant to Section 7.7(bb); (d) non-exclusive licensing or sublicensing of Intellectual Property in the sale or issuance ordinary course of any Restricted Subsidiary’s Capital Stock to the Borrower or any Subsidiary Guarantor;business; (e) any Permitted Receivables Financing; (f) Dispositions consisting listed and described, to the extent in excess of $10,000,000, on Schedule 7.5 as in effect on the Closing Date; (g) any Disposition of assets (i) from one Loan Party to another Loan Party, (ii) from a Subsidiary to a Loan Party or (iii) from one Subsidiary that is not a Loan Party to another Subsidiary that is not a Loan Party; (h) the Disposition of other property not described in clauses (a)-(g) above or (i)-(hh) below for not less than fair market value as long as at least 75% of the saleconsideration consists of cash and cash equivalents (provided that such minimum cash/cash equivalent requirement shall not apply to any Disposition or series of related Dispositions of property having a fair market value of not more than the greater of $26,000,000 and 15% of Consolidated EBITDA for the most recently ended Test Period) (provided that for purposes of such minimum cash/cash equivalent requirement, transfer, assignment (v) the amount of any Indebtedness or other disposition liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to the Company or any Subsidiary) of unpaid the Company or any Subsidiary (as shown on such Person’s most recent balance sheet (or in the notes thereto), or if the incurrence of such Indebtedness or other liability took place after the date of such balance sheet, that would have been shown on such balance sheet or in the notes thereto, as determined in good faith by the Company) that are (i) assumed by the transferee of any such assets and overdue for which the Company and/or its applicable Subsidiary have been validly released by all relevant creditors in writing or (ii) otherwise cancelled or terminated in connection with such Disposition, (w) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition, (x) any securities or other obligations or assets received by the Company or any Subsidiary from such transferee (including earn-outs or similar obligations) that are converted by such Person into cash or Cash Equivalents, or by their terms are required to be satisfied for cash or Cash Equivalents (to the extent of the cash or cash equivalents received) within 180 days following the closing of the applicable Disposition and (y) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (h) that is at that time outstanding, not in excess of the greater of $20,000,000 and 10% of Consolidated EBITDA for the most recently ended Test Period; (i) the Company or any of its Subsidiaries may transfer or contribute ownership of the Capital Stock of any Subsidiary that is not a Loan Party or Joint Venture or the assets of any Subsidiary that is not a Loan Party or Joint Venture to the Company or a Subsidiary of the Company; (j) Dispositions of cash and/or Cash Equivalents or other assets that were cash and/or Cash Equivalents when the relevant original Investment was made; (k) the Company and its Subsidiaries may sell property pursuant to Permitted Sale/Leasebacks; (l) Dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, buy/sell arrangement between joint venture or similar parties set forth in the relevant joint venture arrangements or similar binding agreements; (m) the Disposition of the Capital Stock or assets of any Immaterial Subsidiary; (n) the sale by the Company and its Subsidiaries of bills of exchange of the Company and its Subsidiaries; (o) Dispositions of non-core assets, in each case acquired in any acquisition or other Investment permitted hereunder, including such Dispositions (x) made in order to obtain the approval of any anti-trust authority or otherwise necessary or advisable in the good faith determination of the Company to consummate any acquisition or other Investment permitted hereunder or (y) which are being held for sale and not for the continued operation of the Company or any of its Subsidiaries or any of their respective businesses; (p) any other Disposition; provided that the aggregate fair market value of all Dispositions pursuant to this Section 7.7(q) does not exceed the greater of (x) $44,000,000 and (y) 25% of Consolidated EBITDA for the most recently ended Test Period; (q) the Company or any of its Subsidiaries may transfer or contribute ownership of the Capital Stock of any Subsidiary that is not a Loan Party formed or organized under the laws of (a) any European country or (b) any state, province, district or other subdivision of any such country, in each case to a Subsidiary that is not a Loan Party that is a European holding company; (r) Dispositions of Company Stock; (s) exchanges or swaps, including transactions covered by Section 1031 of the Code (or any comparable provision of any foreign jurisdiction), of property or assets so long as any such exchange or swap is made for fair value (as determined by the Company in good faith) for like property or assets or property, assets or services of greater value or usefulness to the business of the Company and its Subsidiaries as a whole, as determined in good faith by the Company; provided that upon the consummation of any such exchange or swap by any Loan Party, to the extent the property received does not constitute an Excluded Asset, the Administrative Agent has a perfected Lien with the same priority as the Lien held on the property or assets so exchanged or swapped; (t) Dispositions of accounts receivable in connection with the collection, collection or compromise or settlement thereof in the ordinary course of business or consistent with past practice (which, for the avoidance of doubt, shall exclude receivable financing); (u) Transfers of property subject to a casualty event and Dispositions constituting expropriations or takings by a Governmental Authority; (v) the unwinding of Hedge Agreements permitted hereunder pursuant to their terms; (w) Dispositions of assets that do not as part constitute Collateral having a fair market value of a financing transactionnot more than, in any fiscal year, the greater of $44,000,000 and 25% of Consolidated EBITDA for the most recently ended Test Period, which amounts if not used in any fiscal year may be carried forward to subsequent fiscal years (until so applied); (fx) Dispositions of property in-plant maintenance, repair and operating and perishable tooling operations to third parties in connection with the outsourcing of such operations; (y) Dispositions, abandonments, cancellations or lapses of Intellectual Property or other Intellectual Property rights, including issuances or registrations thereof, or applications for issuances or registrations thereof, in the ordinary course of business or consistent with past practice or which, in the good faith determination of the Company, are not necessary to the extent that (i) such property is exchanged for credit against conduct of the purchase price business of similar replacement property the Company or (ii) its Subsidiaries or are obsolete, no longer economical to maintain or otherwise not material in the proceeds conduct of such Disposition are promptly applied to business of the purchase price Company or any of such replacement propertyits Subsidiaries; (gz) the expiration of any Intellectual Property in accordance with any statutory term that is not subject to renewal; (aa) Dispositions resulting from casualty eventsof Capital Stock of, or sales of Indebtedness or other securities of, Unrestricted Subsidiaries; (hbb) licensesDispositions made to comply with any order or other directive of any Governmental Authority or any applicable Requirement of Law; (cc) [reserved]; (dd) any sale of motor vehicles and information technology equipment purchased at the end of an operating lease and resold thereafter; (ee) any issuance, sublicensessale or Disposition of Capital Stock to directors, leases officers, managers or employees for purposes of satisfying requirements with respect to directors’ qualifying shares and subleases shares issued to foreign nationals, in each case as required by applicable Requirements of Intellectual Property Law; and (ff) any netting arrangement of accounts receivable between or among the Company and its Subsidiaries or among Subsidiaries of the Group Members Company made in the ordinary course of business; . Simultaneously with any transfer described in Section 7.5 (ito the extent such transfer is to a Person that is not a Loan Party) of this Agreement, the Disposition of any property acquired in connection with a Permitted Acquisition; (j) Lien on and security interest created by the Disposition of other property having a fair market value not to exceed $7,500,000 Loan Documents in the aggregate for any period of two fiscal years Capital Stock of the Borrower; (k) Subsidiaries so transferred or contributed will be automatically released and the Orange Soda Disposition; and (l) Dispositions of other property Administrative Agent and the Collateral Agent shall take any action reasonably requested in an aggregate amount not writing by the Company to exceed $20,000,000; provided that (i) evidence such Disposition shall be made for fair value (determined as if such Disposition was consummated on an arms’-length basis), (ii) the consideration for such sale or other disposition consists of at least 75% in cash and Cash Equivalents and (iii) no Event of Default then exists or would result therefromrelease.

Disposition of Property. Dispose of any of its propertyproperty or rights, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsoleteunnecessary, obsolete or worn out, retired or surplus out property (other than current assets) in the ordinary course of business and Dispositions of property (other than current assets) no longer used or useful in the conduct of the business of Group Membersbusiness; (b) Dispositions the sale of inventory and Cash Equivalents or goods held for sale in the ordinary course of business; (c) Dispositions permitted by clause (i) of Section 7.4(b), and Dispositions to effect Restricted Payments and Investments permitted pursuant to Section 7.6 (other than Section 7.6(f)) or 7.8 (other than Section 7.8(z) and (cc)), respectively ; (d) the sale non-exclusive licensing or issuance sublicensing of any Restricted Subsidiary’s Capital Stock to the Borrower or any Subsidiary GuarantorIntellectual Property; (e) Dispositions consisting of the sale, transfer, assignment or other disposition of unpaid and overdue accounts receivable in connection with the collection, compromise or settlement thereof in the ordinary course of business and not as part of a financing transactionany Permitted Receivables Financing; (f) Dispositions of property to listed and described on Schedule 7.5 as in effect on the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement propertyClosing Date; (g) Dispositions resulting any Disposition of assets (i) from casualty eventsone Foreign Subsidiary (other than any Loan Party) to a Foreign Subsidiary, (ii) from one Loan Party to another Loan Party, (iii) from a Subsidiary to a Loan Party or (iv) from one non-Loan Party to another non-Loan Party; (h) licenses, sublicenses, leases and subleases the Disposition of Intellectual Property other property not described in clauses (a)—(g) above or (i)-(cc) below for not less than fair market value as long as (i) at least 75% of the Group Members consideration consists of cash and cash equivalents (provided that such minimum cash/cash equivalent requirement shall not apply to any Disposition or series of related Dispositions of property having a fair market value of $50,000,000 or less as long as the aggregate fair market value of property Disposed of which is not subject to such minimum cash/cash equivalent requirement does not exceed $150,000,000 after the Closing Date) and (ii) the aggregate fair market value of such property so disposed of does not exceed the sum of (A) 30% of the Consolidated Total Assets of the Company as determined on the Closing Date plus (B) the proceeds of all Reinvestment Deferred Amounts with respect to Dispositions reinvested in the business of the Company and its Subsidiaries after the Closing Date; provided, that neither the Company nor any Subsidiary Guarantor shall make Dispositions under this clause (h), the proceeds of which are reinvested in Subsidiaries that are not Subsidiary Guarantors, with respect to property having an aggregate fair market value in excess of 30% of the Consolidated Total Assets of the Company as determined on the Closing Date; (i) the Company or any of its Subsidiaries may transfer or contribute ownership of the Capital Stock of any Foreign Subsidiary or Joint Venture or the assets of any Foreign Subsidiary or Joint Venture to the Company or a Subsidiary of the Company; (j) the Disposition of any Foreign Subsidiary or the assets of a Foreign Subsidiary as long as (i) at least 35% of the consideration consists of cash and cash equivalents and (ii) the aggregate fair market value of such property so disposed of does not exceed €65,000,000; (k) the Company and its Subsidiaries may sell property pursuant to Permitted Sale/Leasebacks; (l) the Disposition of property as an Investment made pursuant to Section 7.8(g) in any Unrestricted Subsidiary or Joint Venture or in any Person who, prior to the Investment, is not a Subsidiary and who becomes, as a result of the Investment, a Subsidiary that is not a Wholly Owned Subsidiary; (m) the Disposition of the Capital Stock or assets of any Immaterial Subsidiary; (n) the sale by the Company and its Subsidiaries of (i) instruments in the People’s Republic of China and (ii) bills of exchange of the Company and its Subsidiaries in Europe; (o) sales of Cash Equivalents in the ordinary course of business; (ip) at the request of the Administrative Agent, the shares of any Foreign Subsidiary formed or organized under the laws of the Czech Republic may be transferred to any Wholly Owned Subsidiary to the extent necessary to pledge up to 65% of the voting capital stock of such Subsidiary under the laws of the Czech Republic pursuant to the Security Documents; (q) the Disposition of any property acquired the Xxxx County Facility from TAOC to the Xxxx County Industrial Building Authority, in connection with a Permitted Acquisitionthe Xxxx County Facility IDB Transaction; (jr) the Disposition Company or any of other property having a fair market value not to exceed $7,500,000 in the aggregate for any period of two fiscal years its Subsidiaries may transfer or contribute ownership of the Borrower; Capital Stock of any Foreign Subsidiary formed or organized under the laws of (ka) the Orange Soda Dispositionany European country or (b) any state, province, district or other subdivision of any such country, in each case to a Foreign Subsidiary that is a European holding company; and (ls) Dispositions of other property in an aggregate amount not to exceed $20,000,000; provided that (i) such Disposition shall be made for fair value (determined as if such Disposition was consummated on an arms’-length basis), (ii) the consideration for such sale or other disposition consists of at least 75% in cash and Cash Equivalents and (iii) no Event of Default then exists or would result therefrom.Company Stock;

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsolete, obsolete or worn out, retired or surplus out property in the ordinary course of business; (other than current assetsb) the sale of inventory in the ordinary course of business and Dispositions of property (other than current assets) no longer used or useful in the conduct of the business of Group Members; (b) Dispositions of inventory and Cash Equivalents in the ordinary course of business; (c) Dispositions permitted by clause (i) of Section 7.4(b)6.04; (d) Dispositions of Receivables pursuant to Factoring Arrangements, so long as, on the last day of each calendar month, the aggregate amount of Receivables that have been Disposed of pursuant thereto and that are then outstanding shall not exceed the Factoring Basket then in effect; (e) Dispositions pursuant to sale and leaseback transactions permitted pursuant to Section 6.11; (f) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary GuarantorGuarantor or the sale or issuance of any Excluded Subsidiary’s Capital Stock to any other Excluded Subsidiary; (eg) (i) any Permitted Asset Sales; provided that the Net Cash Proceeds thereof are applied to prepay the Loans, to the extent required by Section 2.15 or Section 2.16, as applicable and (ii) any Disposition that does not constitute an “Asset Sale” pursuant to clause (ii) of the definition thereof; (h) Dispositions in connection with the U.K. Dissolution or the Company Voluntary Arrangements; (i) Dispositions constituting Investments permitted by Section 6.08; (j) Dispositions consisting of (i) operating leases to Loan Parties, (ii) operating leases to Joint Ventures of assets at a fair market value in an aggregate amount not to exceed at any date the sale, transfer, assignment or other disposition Joint Venture Basket then in effect and (iii) operating leases to Excluded Subsidiaries of unpaid and overdue accounts receivable assets at a fair market value in connection with an aggregate amount not to exceed at any date the collection, compromise or settlement thereof Intercompany Basket then in effect; (k) intercompany Dispositions necessary in order to effect the Tax Restructuring; (l) the licensing of Intellectual Property in the ordinary course of business and not as part in a manner consistent with past practices of a financing transactionthe Borrower and its Subsidiaries; (fm) Dispositions transfers of property accounts receivable and related rights by F-M Canada to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (g) Dispositions resulting from casualty events; (h) licenses, sublicenses, leases and subleases of Intellectual Property of the Group Members in the ordinary course of business; (i) the Disposition of any property acquired in connection with a Permitted Acquisition; (j) the Disposition of other property having a fair market value not to exceed $7,500,000 in the aggregate for any period of two fiscal years of the Borrower; (kn) involuntary dispositions consisting of property or casualty events or condemnation proceedings, in each case resulting in a Recovery Event; (o) Dispositions of in-plant maintenance, repair and operating and perishable tooling operations to third parties in connection with the outsourcing and such operations; (p) the Orange Soda DispositionXxxxxx Lighting Divestiture; and (lq) Dispositions of other property in an aggregate amount not assets pursuant to exceed $20,000,000; provided that (i) such Disposition shall be made for fair value (determined as if such Disposition was consummated on an arms’-length basis), (ii) the consideration for such sale or other disposition consists of at least 75% in cash and Cash Equivalents and (iii) no Event of Default then exists or would result therefroma Permitted Receivables Facility.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock Equity Interests to any Person, except: (a) the Disposition of obsolete, obsolete or worn out, retired or surplus out property (other than current assets) in the ordinary course of business and Dispositions of property (other than current assets) no longer used or useful in the conduct of the business of Group Membersbusiness; (b) Dispositions the sale of inventory and Cash Equivalents in the ordinary course of business; (c) Dispositions expressly permitted by clause (i) of Section 7.4(b)7.4; (d) the sale or issuance of any Restricted Subsidiary’s Capital Stock Equity Interests to the Borrower or any Wholly Owned Subsidiary Guarantor; (e) Dispositions consisting the Disposition (directly or indirectly through the Disposition of 100% of the saleEquity Interests of a Subsidiary) of operating assets by the Borrower or any of its Subsidiaries (it being understood that all Exchange Excess Amounts shall be deemed to constitute usage of availability in respect of Dispositions pursuant to this Section 7.5(e)), transferprovided that (i) on the date of such Disposition (the “Disposition Date”), assignment no Default or Event of Default shall have occurred and be continuing or would result therefrom; (ii) in any fiscal year, the Annualized Asset Cash Flow Amount attributable to the assets being disposed of, when added to the Annualized Asset Cash Flow Amount attributable to all other disposition assets previously disposed of unpaid and overdue accounts receivable pursuant to this Section 7.5(e) in connection with such fiscal year, shall not exceed an amount equal to 20% of Annualized Operating Cash Flow for the collectionlast fiscal quarter of the immediately preceding fiscal year; (iii) the Annualized Asset Cash Flow Amount attributable to the assets being disposed of, compromise or settlement thereof when added to the Annualized Asset Cash Flow Amount attributable to all other assets previously disposed of pursuant to this Section 7.5(e) during the period from the First Restatement Effective Date to such Disposition Date, shall not exceed an amount equal to 40% of Annualized Pro Forma Operating Cash Flow determined as of such Disposition Date; (iv) except in the ordinary course case of business any Exchange, at least 75% of the proceeds of such Disposition shall be in the form of cash; and not as part (v) the Net Cash Proceeds of a financing transactionsuch Disposition shall be applied to prepay the Term Loans to the extent required by Section 2.9(a); (f) Dispositions of property to any Exchange by the extent Borrower and its Subsidiaries; provided that (i) on the date of such property is exchanged for credit against the purchase price Exchange, no Default or Event of similar replacement property Default shall have occurred and be continuing or would result therefrom; (ii) in the proceeds event that the Annualized Asset Cash Flow Amount attributable to the assets being Exchanged exceeds the annualized asset cash flow amount (determined in a manner comparable to the manner in which Annualized Asset Cash Flow Amounts are determined hereunder) of the assets received in connection with such Exchange (such excess amount, an “Exchange Excess Amount”), then, the Disposition of such Disposition are promptly Exchange Excess Amount shall be permitted by clauses (ii) and (iii) of Section 7.5(e); and (iii) the Net Cash Proceeds of such Exchange, if any, shall be applied to prepay the purchase price of such replacement propertyTerm Loans to the extent required by Section 2.9(a); (g) Dispositions resulting from casualty events; by the Borrower and its Subsidiaries of property acquired after the First Restatement Effective Date (h) licenses, sublicenses, leases and subleases of Intellectual Property of the Group Members in the ordinary course of business; (i) the Disposition of any other than property acquired in connection with Exchanges of property owned on the First Restatement Effective Date), so long as (1) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (2) a Permitted Acquisition;definitive agreement to consummate such Disposition is executed no later than twelve months after the date on which relevant property is acquired and (3) such Disposition is consummated within eighteen months after the date on which the relevant property is acquired; and (jh) the Disposition by the Borrower and its Subsidiaries of other property having a fair market value not to exceed $7,500,000 5,000,000 in the aggregate for any period of two fiscal years year of the Borrower; (k) the Orange Soda Disposition; and (l) Dispositions of other property in an aggregate amount not to exceed $20,000,000; provided that (i) such Disposition shall be made for fair value (determined as if such Disposition was consummated on an arms’-length basis), (ii) the consideration for such sale or other disposition consists of at least 75% in cash and Cash Equivalents and (iii) no Event of Default then exists or would result therefrom.