Common use of Dispositions of Property Clause in Contracts

Dispositions of Property. Dispose of any of its owned Property (including, without limitation, receivables) 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 surplus, obsolete or worn out property, vehicles and other assets in the ordinary course of business and the abandonment of Intellectual Property no longer useful or material to the business, in the ordinary course of business; (i) the sale of inventory, goods and/or services in the ordinary course of business, (ii) the cross-licensing or licensing of Intellectual Property, in the ordinary course of business that does not constitute a disposition of all substantial rights in such Intellectual Property and (iii) the contemporaneous exchange of Property for Property of a like kind (other than as set forth in clause (ii)), to the extent that the Property received in such exchange is of a value substantially equivalent to the value of the Property exchanged (provided that after giving effect to such exchange, the value of the Property of the Borrower or any Subsidiary Guarantor subject to perfected first priority Liens in favor of the Collateral Agent under the Security Documents is not reduced); (c) Dispositions permitted by Section 7.4; (d) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower or any Subsidiary Guarantor; (e) the Disposition of other assets for fair market value after the Closing Date; provided that (i) no Default or Event of Default shall be in effect at the time of such Disposition, (ii) the Borrower shall be in pro forma compliance with the covenants in Section 7.1, (iii) at least 75% of the consideration received in respect of such Disposition shall be cash or Cash Equivalents and (iv) the requirements of Section 2.12(b), to the extent applicable, are complied with in connection therewith; (f) the Dispositions listed on Schedule 7.5(f); (g) any Recovery Event; provided that the requirements of Section 2.12(b) are complied with in connection therewith; (h) the leasing, occupancy agreements or sub-leasing of Property that would not materially interfere with the required use of such Property by the Borrower or its Restricted Subsidiaries; (i) transfers of condemned property as a result of the exercise of “eminent domain” or other similar policies to the respective Governmental Authority or agency that has condemned same (whether by deed in lieu of condemnation or otherwise), and transfers of properties that have been subject to a casualty to the respective insurer of such property as part of an insurance settlement; (j) the transfer of Property (i) by the Borrower or any Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor or (ii) from a Non-Guarantor Subsidiary to (A) the Borrower or any Subsidiary Guarantor for no more than fair market value or (B) any other Non-Guarantor Subsidiary; (k) Liens permitted by Section 7.3; (l) Restricted Payments permitted by Section 7.6; (m) Investments permitted by Section 7.7; (n) the sale or issuance of the Capital Stock of any Foreign Subsidiary to any other Foreign Subsidiary, including, without limitation, in connection with any tax restructuring activities not otherwise prohibited hereunder; (o) the Disposition of Cash Equivalents in the ordinary course of business; (p) Dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business or in any situation of a work-out or financial distress, in each case, of the Person owing such accounts receivable; (q) the unwinding of any Hedge Agreement permitted hereunder; (r) any Subsidiary may issue Capital Stock to qualified directors where required by applicable law or to satisfy other requirements of applicable law with respect to ownership of Capital Stock in Foreign Subsidiaries; and (s) Dispositions of property pursuant to Permitted Sale Leaseback Transactions.

Dispositions of Property. Dispose of any of its owned Property (including, without limitation, receivables) 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 surplus, obsolete or worn out property, vehicles and other assets in the ordinary course of business and the abandonment of Intellectual Property no longer useful or material to the business, property in the ordinary course of business; (i) the sale of inventory, goods and/or services inventory in the ordinary course of business, (ii) the cross-licensing or licensing of Intellectual Property, in the ordinary course of business that does not constitute a disposition of all substantial rights in such Intellectual Property and (iii) the contemporaneous exchange exchange, in the ordinary course of business, of Property for Property of a like kind (other than as set forth in clause (ii)), to the extent that the Property received in such exchange is of a value substantially equivalent to the value of the Property exchanged (provided that after giving effect to such exchange, the value of the Property of the Borrower Borrowers or any Subsidiary Guarantor subject to perfected first priority Liens in favor of the Collateral Administrative Agent under the Security Documents is not materially reduced); (c) Dispositions permitted by Section 7.4; (d) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the a Borrower or any Subsidiary Guarantor; provided that the sale or issuance of Capital Stock of an Unrestricted Subsidiary to a Borrower or any Subsidiary Guarantor is otherwise permitted by Section 7.7; (e) the Disposition of other assets for fair market value after the Closing Date; provided that assets, so long as at least (i) no Default or Event of Default shall be in effect at the time of such Disposition, (ii) the Borrower shall be in pro forma compliance with the covenants in Section 7.1, (iii) at least 75% of the consideration received in respect of such Disposition shall be by the disposing Person is cash or Cash Equivalents Equivalents, (ii) any such Disposition is made for fair market value, as determined in good faith and approved by the board of directors or similar governing body of the disposing Person and (iviii) the requirements of Section 2.12(b), to the extent applicable, are complied with in connection therewith; (f) the Dispositions listed on Schedule 7.5(f); (g) any Recovery Event; provided that the requirements of Section 2.12(b) are complied with in connection therewith; (hg) the leasing, occupancy agreements or sub-leasing of Property that would not materially interfere with the required use (if any) of such Property by the Borrower Borrowers or its their Restricted Subsidiaries; (h) the sale or discount, in each case without recourse and in the ordinary course of business, of overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with the Borrowers’ commercially reasonable business judgment (and not as part of any bulk sale or financing of receivables); (i) transfers of condemned property as a result of the exercise of “eminent domain” or other similar policies to the respective Governmental Authority or agency that has condemned same (whether by deed in lieu of condemnation or otherwise), and transfers of properties that have been subject to a casualty to the respective insurer of such property as part of an insurance settlement; (j) the Disposition of any Immaterial Subsidiary or any Unrestricted Subsidiary or their respective assets; (k) the transfer of Property (i) by the a Borrower or any Subsidiary Guarantor to the a Borrower or any other Subsidiary Guarantor or (ii) from a Non-Guarantor Subsidiary to (A) the a Borrower or any Subsidiary Guarantor for no more than fair market value or (B) any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; provided that any sale or issuance of Capital Stock of an Unrestricted Subsidiary to a Borrower or any Subsidiary Guarantor is otherwise permitted by Section 7.7; (kl) the Disposition of Cash Equivalents in the ordinary course of business; (m) sale and leaseback transactions permitted by Section 7.10; (n) Liens permitted by Section 7.3; (lo) Restricted Payments permitted by Section 7.6; (mp) the cancelation of intercompany Indebtedness among the Borrowers and the Subsidiary Guarantors; (q) Investments permitted by Section 7.7;; and (nr) the sale or issuance of the Capital Stock of (i) any Foreign Subsidiary that is a Restricted Subsidiary to any other Foreign Subsidiary that is a Restricted Subsidiary or (ii) any Foreign Subsidiary that is an Unrestricted Subsidiary to any other Foreign Subsidiary that is an Unrestricted Subsidiary, in each case, including, without limitation, in connection with any tax restructuring activities not otherwise prohibited hereunder; (o) the Disposition of Cash Equivalents in the ordinary course of business; (p) Dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business or in any situation of a work-out or financial distress, in each case, of the Person owing such accounts receivable; (q) the unwinding of any Hedge Agreement permitted hereunder; (r) any Subsidiary may issue Capital Stock to qualified directors where required by applicable law or to satisfy other requirements of applicable law with respect to ownership of Capital Stock in Foreign Subsidiaries; and (s) Dispositions of property pursuant to Permitted Sale Leaseback Transactions.

Dispositions of Property. Dispose of any of its owned Property (including, without limitation, receivables) 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 surplus, obsolete or worn out property, vehicles and other assets in the ordinary course of business and the abandonment of Intellectual Property no longer useful or material to the business, property in the ordinary course of business; (i) the sale of inventory, goods and/or services inventory in the ordinary course of business, (ii) the cross-licensing or licensing of Intellectual Property, in the ordinary course of business that does not constitute a disposition of all substantial rights in such Intellectual Property and (iii) the contemporaneous exchange exchange, in the ordinary course of business, of Property for Property of a like kind (other than as set forth in clause (ii)), to the extent that the Property received in such exchange is of a value substantially equivalent to the value of the Property exchanged (provided that after giving effect to such exchange, the value of the Property of the Borrower or any Subsidiary Guarantor subject to perfected first priority Liens in favor of the Collateral Administrative Agent under the Security Documents is not materially reduced); (c) Dispositions permitted by Section 7.4; (d) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower or any Subsidiary Guarantor; provided that the sale or issuance of Capital Stock of an Unrestricted Subsidiary to the Borrower or any Subsidiary Guarantor is otherwise permitted by Section 7.7; (e) the Disposition of other assets for having a fair market value after not to exceed 5% of consolidated total assets of the Closing DateParent, the Borrower and its Restricted Subsidiaries in the aggregate; provided that (i) no Default or Event of Default shall be in effect at the time of such Disposition, (ii) the Borrower shall be in pro forma compliance with the covenants in Section 7.1, (iii) at least 75% of the consideration received in respect of such Disposition shall be cash or Cash Equivalents and (iv) the requirements of Section 2.12(b), to the extent applicable, are complied with in connection therewith; (f) the Dispositions listed on Schedule 7.5(f); (g) any Recovery Event; provided that the requirements of Section 2.12(b) are complied with in connection therewith; (hg) the leasing, occupancy agreements or sub-leasing of Property that would not materially interfere with the required use (if any) of such Property by the Borrower or its Restricted Subsidiaries; (h) the sale or discount, in each case without recourse and in the ordinary course of business, of overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with the Borrower’s commercially reasonable business judgment (and not as part of any bulk sale or financing of receivables); (i) transfers of condemned property as a result of the exercise of “eminent domain” or other similar policies to the respective Governmental Authority or agency that has condemned same (whether by deed in lieu of condemnation or otherwise), and transfers of properties that have been subject to a casualty to the respective insurer of such property as part of an insurance settlement; (j) the Disposition of any Immaterial Subsidiary or any Unrestricted Subsidiary or their respective assets; (k) the transfer of Property (i) by the Borrower or any Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor or (ii) from a Non-Guarantor Subsidiary to (A) the Borrower or any Subsidiary Guarantor for no more than fair market value or (B) any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; provided that any sale or issuance of Capital Stock of an Unrestricted Subsidiary to the Borrower or any Subsidiary Guarantor is otherwise permitted by Section 7.7; (kl) the sale of Cash Equivalents and Foreign Cash Equivalents in the ordinary course of business; (m) sale and leaseback transactions permitted by Section 7.10; (n) Liens permitted by Section 7.3; (lo) Restricted Payments permitted by Section 7.6; (mp) the cancellation of intercompany Indebtedness among the Borrower and the Subsidiary Guarantors; (q) Investments permitted by Section 7.7;; and (nr) the sale or issuance of the Capital Stock of (i) any Foreign Subsidiary that is a Restricted Subsidiary to any other Foreign Subsidiary that is a Restricted Subsidiary or (ii) any Foreign Subsidiary that is an Unrestricted Subsidiary to any other Foreign Subsidiary that is an Unrestricted Subsidiary, in each case, including, without limitation, in connection with any tax restructuring activities not otherwise prohibited hereunder; (o) the Disposition of Cash Equivalents in the ordinary course of business; (p) Dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business or in any situation of a work-out or financial distress, in each case, of the Person owing such accounts receivable; (q) the unwinding of any Hedge Agreement permitted hereunder; (r) any Subsidiary may issue Capital Stock to qualified directors where required by applicable law or to satisfy other requirements of applicable law with respect to ownership of Capital Stock in Foreign Subsidiaries; and (s) Dispositions of property pursuant to Permitted Sale Leaseback Transactions.

Dispositions of Property. The Company will not, and will not permit any Subsidiary to, Dispose of any of its owned Property property (includingother than cash), without limitation, receivables) 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 's Equity Interests to any Person, except: (a) the Disposition of surplusobsolete, obsolete worn out, used or worn out property, vehicles and other assets surplus property in the ordinary course of business business, including sales of equipment leased by the Company and the abandonment Subsidiaries to third parties at the ends of Intellectual Property no longer useful or material to the business, lease terms applicable thereto; (b) the sale and leasing of inventory in the ordinary course of business; (ic) Dispositions of property by the sale of inventory, goods and/or services in the ordinary course of business, (ii) the cross-licensing or licensing of Intellectual Property, in the ordinary course of business that does not constitute a disposition of all substantial rights in such Intellectual Property and (iii) the contemporaneous exchange of Property for Property of a like kind (other than as set forth in clause (ii)), to the extent that the Property received in such exchange is of a value substantially equivalent to the value of the Property exchanged (provided that after giving effect to such exchange, the value of the Property of the Borrower Company or any Subsidiary Guarantor subject to perfected first priority Liens in favor of the Collateral Agent under the Security Documents is not reduced); (c) Dispositions permitted by Section 7.4; (d) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower Company or any Subsidiary Guarantor; (ed) the Disposition Dispositions of property by any Subsidiary that is not a Subsidiary Guarantor to any other assets for fair market value after the Closing Date; provided Subsidiary that (i) no Default or Event of Default shall be in effect at the time of such Disposition, (ii) the Borrower shall be in pro forma compliance with the covenants in Section 7.1, (iii) at least 75% of the consideration received in respect of such Disposition shall be cash or Cash Equivalents and (iv) the requirements of Section 2.12(b), to the extent applicable, are complied with in connection therewithis not a Subsidiary Guarantor; (f) the Dispositions listed on Schedule 7.5(f); (g) any Recovery Event; provided that the requirements of Section 2.12(b) are complied with in connection therewith; (h) the leasing, occupancy agreements or sub-leasing of Property that would not materially interfere with the required use of such Property by the Borrower or its Restricted Subsidiaries; (ie) transfers of condemned property as a result of the exercise of “eminent domain” or other similar policies equipment and related agreements to the respective Governmental Authority or agency that has condemned same (whether by deed in lieu of condemnation or otherwise), and transfers of properties that have been subject to a casualty to the respective insurer of such property as part of an insurance settlement; (j) the transfer of Property (i) by the Borrower or any Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor or (ii) from a Non-Guarantor Subsidiary to (A) the Borrower or any Subsidiary Guarantor Finance Subsidiaries for no more than fair market value or (B) any other Non-Guarantor Subsidiary; (k) Liens permitted by Section 7.3; (l) Restricted Payments permitted by Section 7.6; (m) Investments permitted by Section 7.7; (n) the sale or issuance of the Capital Stock of any Foreign Subsidiary leasing to any other Foreign Subsidiary, including, without limitation, in connection with any tax restructuring activities not otherwise prohibited hereunder; (o) the Disposition of Cash Equivalents customers in the ordinary course of business; (pf) other Dispositions of property by the Company or any Subsidiary Guarantor to any Subsidiary that is not a Subsidiary Guarantor, but only to the extent permitted by Section 6.05; (g) investments, loans, advances and acquisitions permitted by Section 6.05 and Restricted Payments permitted by Section 6.06; (h) the sale or issuance of any Subsidiary's Equity Interests to the Company or any Subsidiary, to the extent permitted by Section 6.05; (i) Dispositions of accounts receivable permitted by Section 6.10 and other Dispositions by Finance Subsidiaries in connection with the collection or compromise thereof in the ordinary course of business or in any situation of a work-out or financial distress, in each case, of the Person owing such accounts receivable; (q) the unwinding of any Hedge Agreement permitted hereunder; (r) any Subsidiary may issue Capital Stock to qualified directors where required by applicable law or to satisfy other requirements of applicable law with respect to ownership of Capital Stock in Foreign SubsidiariesSecuritization Transactions; and (sj) Dispositions of property pursuant not permitted by the preceding clauses (a) through (i) having a fair market value not to Permitted Sale Leaseback Transactionsexceed $100,000,000 in the aggregate from and after the Effective Date.

Dispositions of Property. Dispose of any of its owned Property (including, without limitation, including receivables) 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 (other than directors’ qualifying shares) to any Person, except: (a) (i) the Disposition of surplus, obsolete obsolete, damaged or worn out propertyProperty (including scrap and byproducts) in the ordinary course of business, vehicles Dispositions of Property no longer used or useful or economically practicable to maintain in the conduct of the business of the Borrower and other assets Restricted Subsidiaries in the ordinary course and Dispositions of Property necessary in order to comply with applicable Requirements of Law or licensure requirements (as determined by the Borrower in good faith), (ii) the sale of defaulted receivables in the ordinary course of business, (iii) abandonment, cancellation or disposition of any Intellectual Property in the ordinary course of business and (iv) sales, leases or other dispositions of inventory determined by the abandonment management of Intellectual Property the Borrower to be no longer useful or material to the business, necessary in the ordinary course operation of businessthe Business; (i) the sale of inventory, goods and/or services inventory or other Property in the ordinary course of business, (ii) the cross-licensing licensing, pooling, sublicensing or licensing of, or similar arrangements (including disposition of marketing rights) with respect to, Intellectual PropertyProperty in the ordinary course of business or otherwise consistent with past practice or not materially disadvantageous to the Lenders, and (iii) the contemporaneous exchange, in the ordinary course of business that does not constitute a disposition of all substantial rights in such Intellectual Property and (iii) the contemporaneous exchange business, of Property for Property of a like kind (other than as set forth in clause (ii))kind, to the extent that the Property received in such exchange is of a value substantially Fair Market Value equivalent to the value Fair Market Value of the Property exchanged (provided provided, that after giving effect to such exchange, the value Fair Market Value of the Property of the Borrower or any Subsidiary Guarantor Loan Party subject to perfected first priority Liens in favor of the Collateral Agent under the Security Documents is not materially reduced); (c) Dispositions permitted by Section 7.47.4 (other than Section 7.4(e)); (d) the sale or issuance of (i) any Restricted Subsidiary’s Capital Stock to any Loan Party; provided, that the sale or issuance of Capital Stock of an Unrestricted Subsidiary to the Borrower or any of its Restricted Subsidiaries is otherwise permitted by Section 7.7, (ii) the Capital Stock of any Non-Guarantor Subsidiary Guarantorthat is a Restricted Subsidiary to any other Non-Guarantor Subsidiary that is a Restricted Subsidiary or to Holdings and (iii) the Capital Stock of any Subsidiary that is an Unrestricted Subsidiary to any other Subsidiary that is an Unrestricted Subsidiary, in each case, including in connection with any tax restructuring activities not otherwise prohibited hereunder; (e) the any Disposition of other assets for fair market value after the Closing Dateassets; provided provided, that if (i) no Default or Event the total consideration of Default such Disposition is in excess of $20,000,000, it shall be in effect at the time of such Dispositionfor Fair Market Value, (ii) the Borrower shall be in pro forma compliance with the covenants in Section 7.1, (iii) at least 75% of the total consideration received by the Borrower and its Restricted Subsidiaries is in respect the form of such Disposition shall be cash or Cash Equivalents Equivalents, (iii) no Event of Default then exists or would result from such Disposition (except if such Disposition is made pursuant to an agreement entered into at a time when no Event of Default exists), and (iv) the requirements of Section 2.12(b), to the extent applicable, are complied with in connection therewith; provided, however, that for purposes of clause (ii) above, the following shall be deemed to be cash: any Designated Non-cash Consideration received by the Borrower or any of its Restricted Subsidiaries in such Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (e) that is at that time outstanding, not to exceed the greater of (I) $75,000,000 and (II) 2.0% of Consolidated Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (f) the Dispositions listed on Schedule 7.5(f); (gi) any Recovery Event; provided provided, that the requirements of Section 2.12(b) are complied with in connection therewiththerewith and (ii) any event that would constitute a Recovery Event but for the Dollar threshold set forth in the definition thereof; (hg) the leasing, licensing, occupying pursuant to occupancy agreements or sub-leasing of Property that would not materially interfere with the required use of such Property by the Borrower or its Restricted Subsidiaries; (h) the transfer for Fair Market Value of Property (including Capital Stock of Subsidiaries) to another Person in connection with a joint venture arrangement with respect to the transferred Property; provided, that (i) such transfer is permitted under Section 7.7(h), (k), or (v) and (ii) for the avoidance of doubt, this clause (h) is subject to the limitation on Investments in the last paragraph of Section 7.7; (i) the sale or discount, in each case without recourse and in the ordinary course of business, of accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale or financing of receivables); (j) transfers of condemned property Property as a result of the exercise of “eminent domain” or other similar policies to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), and transfers of properties that have been subject to a casualty to the respective insurer of such property Property as part of an insurance settlement; (jk) the Disposition of any Immaterial Subsidiary or any Unrestricted Subsidiary; (l) [reserved]; (m) the transfer of Property (i) by the Borrower or any Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor Loan Party or (ii) from a Non-Guarantor Subsidiary to (A) any Loan Party; provided, that the Borrower or any Subsidiary Guarantor portion (if any) of such Disposition made for no more than fair market value Fair Market Value shall constitute an Investment and comply with Section 7.7 or (B) any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (k) Liens permitted by Section 7.3; (l) Restricted Payments permitted by Section 7.6; (m) Investments permitted by Section 7.7; (n) the sale or issuance of the Capital Stock of any Foreign Subsidiary to any other Foreign Subsidiary, including, without limitation, in connection with any tax restructuring activities not otherwise prohibited hereunder; (o) the Disposition of cash and Cash Equivalents (or the foreign equivalent of Cash Equivalents) in the ordinary course of business; (o) (i) Liens permitted by Section 7.3 (other than by reference to Section 7.5 or any clause thereof), (ii) Restricted Payments permitted by Section 7.6 (other than by reference to Section 7.5 or any clause thereof), (iii) Investments permitted by Section 7.7 (other than by reference to Section 7.5 or any clause thereof) and (iv) sale and leaseback transactions permitted by Section 7.10 (other than by reference to Section 7.5 or any clause thereof); (p) Dispositions of accounts receivable Investments in joint ventures and other non-wholly owned entities to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements, shareholder agreements and similar binding arrangements; provided that the requirements of Section 2.12(b), to the extent applicable, are complied with in connection therewith; (q) [reserved]; (r) the unwinding of Hedge Agreements permitted hereunder pursuant to their terms; (s) the Disposition of assets acquired pursuant to or in order to effectuate a Permitted Acquisition which assets are (i) obsolete or (ii) not used or useful to the core or principal business of the Borrower and the Restricted Subsidiaries; (t) Dispositions made on the Closing Date to consummate the Transactions or made from and after the Closing Date in connection with or as part of a Specified Transaction; (u) Dispositions involving the collection spin-off of a line of business so long as (i) after giving pro forma effect thereto, determined as of the last day of the fiscal quarter most recently then ended for which financial statements have been delivered pursuant to Section 6.1, the Consolidated Net Total Leverage Ratio of the Borrower and its Restricted Subsidiaries shall be no greater than 3.00 to 1.00, and (ii) no more than 7.0% of Consolidated EBITDA in the aggregate for all such Dispositions, determined as of the last day of the fiscal quarter most recently then ended for which financial statements have been delivered pursuant to Section 6.1, is disposed pursuant to this clause (u); (v) the Specified Dispositions; provided, that the requirements of Section 2.12(b), to the extent applicable, are complied with in connection therewith; (w) the sale of services, or compromise thereof the termination of any other contracts, in each case in the ordinary course of business or in any situation of a work-out or financial distress, in each case, of the Person owing such accounts receivablebusiness; (qx) the unwinding of any Hedge Agreement permitted hereunder[reserved]; (ry) Dispositions of Receivables and Related Assets in connection with any Receivables Facility or in connection with factoring arrangements permitted under Section 7.2(t); (z) Dispositions of Property to the extent that (i)(A) such Property is exchanged for credit against the purchase price of similar replacement Property or (B) the proceeds of such Disposition are applied to the purchase price of such replacement Property and (ii) to the extent such Property constituted Collateral, such replacement Property constitutes Collateral as well; (aa) any Subsidiary may issue Capital Stock to qualified directors where required by applicable law Disposition of Property that represents a surrender or to satisfy other requirements waiver of applicable law with respect to ownership a contract right or settlement, surrender or release of Capital Stock in Foreign Subsidiariesa contract or tort claim; and (sbb) Dispositions of property Property between or among the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to Permitted Sale Leaseback Transactionsclauses (a) through (aa) above. It is further understood and agreed that, notwithstanding anything in this Agreement to the contrary (i) to the extent any equity interests of any Loan Party are permitted to be Disposed under this Section 7.5, such Disposition shall be of no less than all of the Equity Interests of any such Loan Party, (ii) neither Holdings, the Borrower or any Subsidiary may sell, assign, convey, transfer or otherwise dispose of any BrandoCo Entity and (iii) each of the Borrower and its Restricted Subsidiaries that are Loan Parties shall not sell, assign, convey, transfer or otherwise dispose of its Intellectual Property (as defined in the BrandCo Upper Tier Contribution Agreement) to any Affiliate (other than a portfolio company of the Sponsor and so long as any such transaction is for Fair Market Value and is upon terms no less favorable when taken as a whole to the Borrower or such Restricted Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate) or Restricted Subsidiary that in each case is not a Loan Party (other than any BrandCo Entity), nor shall it permit any of its Intellectual Property (as defined in the BrandCo Upper Tier Contribution Agreement) (whether now owned or hereafter acquired) to be owned, held or exclusively licensed by any Affiliate (other than a portfolio company of the Sponsor and so long as any such transaction is for Fair Market Value and is upon terms no less favorable when taken as a whole to the Borrower or such Restricted Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate) or Restricted Subsidiary that in each case is not a Loan Party (other than any BrandCo Entity), except in each case for this clause (iii) to the extent any of the following applies: (A) Intellectual Property (as defined in the BrandCo Upper Tier Contribution Agreement) that is not material to, nor required for the operation of, the Business, (B) Intellectual Property owned or exclusively licensed by a non-Loan Party (including Affiliates) as of the Closing Date, (C) Foreign Restricted Subsidiaries that are not Loan Parties may own or hold an exclusive license to Intellectual Property (as defined in the BrandCo Upper Tier Contribution Agreement) in the foreign jurisdictions in which they operate and (D) Intellectual Property (as defined in in the BrandCo Upper Tier Contribution Agreement) conveyed, transferred or licensed in accordance with or as permitted by the BrandCo Contribution Agreements or the BrandCo License Documents.

Dispositions of Property. Dispose of If the Company or any of its owned Property Restricted Subsidiaries Disposes of any property (includingother than any Disposition of any property permitted by Section 7.05(a) (but only to the extent the Net Cash Proceeds of any such Disposition (or series of related Dispositions) does not exceed $1,000,000), without limitation(b), receivables(c), (d), (e), (f) whether now owned or hereafter acquired(g)) which results in the realization by such Person of Net Cash Proceeds, the Company shall make (and/or cause the applicable Designated Borrower to make, subject to Section 2.14(b)) mandatory prepayments in the manner set forth in subsection (v) below in an amount equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person; provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition), and so long as no Event of Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets (or, in the case of a Disposition permitted by Section 7.05(h), (x) one or more Permitted Acquisitions and/or (y) the payment of any obligations of the Company or its Restricted SubsidiarySubsidiaries in respect of the spin-off, issue termination or sell withdrawal of any shares Pension Plan to the extent such payments are permitted hereunder and no Event of Default has occurred as a result of such Restricted Subsidiary’s Capital Stock to any Person, except: (aobligations) the Disposition of surplus, obsolete or worn out property, vehicles and other assets used in the ordinary course business of business the Company and the abandonment of Intellectual Property no longer useful or material to the businessits Restricted Subsidiaries so long as (A) within 270 days (or, in the ordinary course case of business; a Disposition permitted by Section 7.05(h), 540 days) after the receipt of such Net Cash Proceeds, a definitive agreement for the purchase of such assets shall have been entered into and (iB) the sale of inventory, goods and/or services in the ordinary course of business, within 360 days (ii) the cross-licensing or licensing of Intellectual Propertyor, in the ordinary course of business that does not constitute a disposition of all substantial rights in such Intellectual Property and (iii) the contemporaneous exchange of Property for Property case of a like kind Disposition permitted by Section 7.05(h), 720 days) after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (other than as certified by the Company in writing to the Administrative Agent); and provided further, however, that an amount equal to any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the mandatory prepayments as set forth in clause (iithis Section 2.05(b)(i)). Notwithstanding the foregoing, the Company and its Restricted Subsidiaries shall be permitted during each fiscal year to the extent that the Property received in such exchange is of a value substantially equivalent exclude up to the value $10,000,000 of the Property exchanged (provided that after giving effect to such exchange, the value of the Property of the Borrower or any Subsidiary Guarantor subject to perfected first priority Liens in favor of the Collateral Agent under the Security Documents is not reduced); (c) Dispositions permitted by Section 7.4; (d) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower or any Subsidiary Guarantor; (e) the Disposition of other assets for fair market value after the Closing Date; provided that (i) no Default or Event of Default shall be in effect at the time of such Disposition, (ii) the Borrower shall be in pro forma compliance with the covenants in Section 7.1, (iii) at least 75% of the consideration received in respect of such Disposition shall be cash or Net Cash Equivalents and (iv) the requirements of Section 2.12(b), to the extent applicable, are complied with in connection therewith; (f) Proceeds resulting from the Dispositions listed on Schedule 7.5(fdescribed above from the prepayment requirements contemplated in this Section 2.05(b)(i); (g) any Recovery Event; provided that the requirements of Section 2.12(b) are complied with in connection therewith; (h) the leasing, occupancy agreements or sub-leasing of Property that would not materially interfere with the required use of such Property by the Borrower or its Restricted Subsidiaries; (i) transfers of condemned property as a result of the exercise of “eminent domain” or other similar policies to the respective Governmental Authority or agency that has condemned same (whether by deed in lieu of condemnation or otherwise), and transfers of properties that have been subject to a casualty to the respective insurer of such property as part of an insurance settlement; (j) the transfer of Property (i) by the Borrower or any Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor or (ii) from a Non-Guarantor Subsidiary to (A) the Borrower or any Subsidiary Guarantor for no more than fair market value or (B) any other Non-Guarantor Subsidiary; (k) Liens permitted by Section 7.3; (l) Restricted Payments permitted by Section 7.6; (m) Investments permitted by Section 7.7; (n) the sale or issuance of the Capital Stock of any Foreign Subsidiary to any other Foreign Subsidiary, including, without limitation, in connection with any tax restructuring activities not otherwise prohibited hereunder; (o) the Disposition of Cash Equivalents in the ordinary course of business; (p) Dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business or in any situation of a work-out or financial distress, in each case, of the Person owing such accounts receivable; (q) the unwinding of any Hedge Agreement permitted hereunder; (r) any Subsidiary may issue Capital Stock to qualified directors where required by applicable law or to satisfy other requirements of applicable law with respect to ownership of Capital Stock in Foreign Subsidiaries; and (s) Dispositions of property pursuant to Permitted Sale Leaseback Transactions.

Dispositions of Property. Dispose of any of its owned Property (including, without limitation, including receivables) 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 (other than directors’ qualifying shares) to any Person, except: (a) (i) the Disposition of surplus, obsolete obsolete, damaged or worn out propertyProperty (including scrap and byproducts) in the ordinary course of business, vehicles Dispositions of Property no longer used or useful or economically practicable to maintain in the conduct of the business of the Borrower and other assets Restricted Subsidiaries in the ordinary course and Dispositions of Property necessary in order to comply with applicable Requirements of Law or licensure requirements (as determined by the Borrower in good faith), (ii) the sale of defaulted receivables in the ordinary course of business, (iii) abandonment, cancellation or disposition of any Intellectual Property in the ordinary course of business and (iv) sales, leases or other dispositions of inventory determined by the abandonment management of Intellectual Property the Borrower to be no longer useful or material to the business, necessary in the ordinary course operation of businessthe Business; (i) the sale of inventory, goods and/or services inventory or other Property in the ordinary course of business, (ii) the cross-licensing licensing, pooling, sublicensing or licensing of, or similar arrangements (including disposition of marketing rights) with respect to, Intellectual PropertyProperty in the ordinary course of business or otherwise consistent with past practice or not materially disadvantageous to the Lenders, and (iii) the contemporaneous exchange, in the ordinary course of business that does not constitute a disposition of all substantial rights in such Intellectual Property and (iii) the contemporaneous exchange business, of Property for Property of a like kind (other than as set forth in clause (ii))kind, to the extent that the Property received in such exchange is of a value substantially Fair Market Value equivalent to the value Fair Market Value of the Property exchanged (provided provided, that after giving effect to such exchange, the value Fair Market Value of the Property of the Borrower or any Subsidiary Guarantor Loan Party subject to perfected first priority Liens in favor of the Collateral Agent under the Security Documents is not materially reduced); (c) Dispositions permitted by Section 7.47.4 (other than Section 7.4(e)); (d) the sale or issuance of (i) any Restricted Subsidiary’s Capital Stock to any Loan Party; provided, that the sale or issuance of Capital Stock of an Unrestricted Subsidiary to the Borrower or any of its Restricted Subsidiaries is otherwise permitted by Section 7.7, (ii) the Capital Stock of any Non-Guarantor Subsidiary Guarantorthat is a Restricted Subsidiary to any other Non-Guarantor Subsidiary that is a Restricted Subsidiary or to Holdings and (iii) the Capital Stock of any Subsidiary that is an Unrestricted Subsidiary to any other Subsidiary that is an Unrestricted Subsidiary, in each case, including in connection with any tax restructuring activities not otherwise prohibited hereunder; (e) the any Disposition of other assets for fair market value after the Closing Dateassets; provided provided, that if (i) no Default or Event the total consideration of Default such Disposition is in excess of $20,000,000, it shall be in effect at the time of such Dispositionfor Fair Market Value, (ii) the Borrower shall be in pro forma compliance with the covenants in Section 7.1, (iii) at least 75% of the total consideration for any Disposition in excess of $50,000,000 received by the Borrower and its Restricted Subsidiaries is in respect the form of such Disposition shall be cash or Cash Equivalents Equivalents, (iii) no Event of Default then exists or would result from such Disposition (except if such Disposition is made pursuant to an agreement entered into at a time when no Event of Default exists), and (iv) the requirements of Section 2.12(b), to the extent applicable, are complied with in connection therewith; provided, however, that for purposes of clause (ii) above, the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Obligations) that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received in the conversion) within 180 days following the closing of the applicable Disposition, and (C) any Designated Non-cash Consideration received by the Borrower or any of its Restricted Subsidiaries in such Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (e) that is at that time outstanding, not to exceed the greater of (I) $75,000,000 and (II) 2.0% of Consolidated Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (f) the Dispositions listed on Schedule 7.5(f); (gi) any Recovery Event; provided provided, that the requirements of Section 2.12(b) are complied with in connection therewiththerewith and (ii) any event that would constitute a Recovery Event but for the Dollar threshold set forth in the definition thereof; (hg) the leasing, licensing, occupying pursuant to occupancy agreements or sub-leasing of Property that would not materially interfere with the required use of such Property by the Borrower or its Restricted Subsidiaries; (h) the transfer for Fair Market Value of Property (including Capital Stock of Subsidiaries) to another Person in connection with a joint venture arrangement with respect to the transferred Property; provided, that such transfer is permitted under Section 7.7(h), (k), (v) or (y); (i) the sale or discount, in each case without recourse and in the ordinary course of business, of accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale or financing of receivables); (j) transfers of condemned property Property as a result of the exercise of “eminent domain” or other similar policies to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), and transfers of properties that have been subject to a casualty to the respective insurer of such property Property as part of an insurance settlement; (jk) the Disposition of any Immaterial Subsidiary or any Unrestricted Subsidiary; (l) the transfer of Property (including Capital Stock of Subsidiaries) of the Borrower or any Subsidiary Guarantor to any Restricted Subsidiary for Fair Market Value; (m) the transfer of Property (i) by the Borrower or any Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor Loan Party or (ii) from a Non-Guarantor Subsidiary to (A) any Loan Party; provided, that the Borrower or any Subsidiary Guarantor portion (if any) of such Disposition made for no more than fair market value Fair Market Value shall constitute an Investment and comply with Section 7.7 or (B) any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (k) Liens permitted by Section 7.3; (l) Restricted Payments permitted by Section 7.6; (m) Investments permitted by Section 7.7; (n) the sale or issuance of the Capital Stock of any Foreign Subsidiary to any other Foreign Subsidiary, including, without limitation, in connection with any tax restructuring activities not otherwise prohibited hereunder; (o) the Disposition of cash and Cash Equivalents (or the foreign equivalent of Cash Equivalents) in the ordinary course of business; (o) (i) Liens permitted by Section 7.3 (other than by reference to Section 7.5 or any clause thereof), (ii) Restricted Payments permitted by Section 7.6 (other than by reference to Section 7.5 or any clause thereof), (iii) Investments permitted by Section 7.7 (other than by reference to Section 7.5 or any clause thereof) and (iv) sale and leaseback transactions permitted by Section 7.10 (other than by reference to Section 7.5 or any clause thereof); (p) Dispositions of accounts receivable Investments in joint ventures and other non-wholly owned entities to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements, shareholder agreements and similar binding arrangements; provided that the requirements of Section 2.12(b), to the extent applicable, are complied with in connection therewith; (q) [reserved]; (r) the unwinding of Hedge Agreements permitted hereunder pursuant to their terms; (s) the Disposition of assets acquired pursuant to or in order to effectuate a Permitted Acquisition which assets are (i) obsolete or (ii) not used or useful to the core or principal business of the Borrower and the Restricted Subsidiaries; (t) Dispositions made on the Closing Date to consummate the Transactions or made from and after the Closing Date in connection with or as part of a Specified Transaction; (u) Dispositions involving the collection spin-off of a line of business so long as (i) after giving pro forma effect thereto, determined as of the last day of the fiscal quarter most recently then ended for which financial statements have been delivered pursuant to Section 6.1, the Consolidated Net Total Leverage Ratio of the Borrower and its Restricted Subsidiaries shall be no greater than 3.00 to 1.00, and (ii) no more than 7.0% of Consolidated EBITDA in the aggregate for all such Dispositions, determined as of the last day of the fiscal quarter most recently then ended for which financial statements have been delivered pursuant to Section 6.1, is disposed pursuant to this clause (u); (v) the Specified Dispositions; provided, that the requirements of Section 2.12(b), to the extent applicable, are complied with in connection therewith; (w) the sale of services, or compromise thereof the termination of any other contracts, in each case in the ordinary course of business or in any situation of a work-out or financial distress, in each case, of the Person owing such accounts receivablebusiness; (qx) the unwinding of any Hedge Agreement permitted hereunder[reserved]; (ry) Dispositions of Receivables and Related Assets in connection with any Receivables Facility or in connection with factoring arrangements permitted under Section 7.2(t); (z) Dispositions of Property to the extent that (i)(A) such Property is exchanged for credit against the purchase price of similar replacement Property or (B) the proceeds of such Disposition are applied to the purchase price of such replacement Property and (ii) to the extent such Property constituted Collateral, such replacement Property constitutes Collateral as well; (aa) any Subsidiary may issue Capital Stock to qualified directors where required by applicable law Disposition of Property that represents a surrender or to satisfy other requirements waiver of applicable law with respect to ownership a contract right or settlement, surrender or release of Capital Stock in Foreign Subsidiariesa contract or tort claim; and (sbb) Dispositions of property Property between or among the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to Permitted Sale Leaseback Transactionsclauses (a) through (aa) above.

Dispositions of Property. Dispose of any of its owned Property (including, without limitation, receivables) 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 surplus, obsolete or worn out property, vehicles and other assets property in the ordinary course of business and the abandonment of Intellectual Property no longer useful or material to the business, in the ordinary course of business; (i) the sale of inventory, goods and/or services in the ordinary course of business, (ii) the cross-licensing or licensing of Intellectual Property, in the ordinary course of business that does not constitute a disposition of all substantial rights in such Intellectual Property and (iii) the contemporaneous exchange exchange, in the ordinary course of business, of Property for Property of a like kind (other than as set forth in clause (ii)), to the extent that the Property received in such exchange is of a value substantially equivalent to the value of the Property exchanged (provided that after giving effect to such exchange, the value of the Property of the Borrower or any Subsidiary Guarantor subject to perfected first priority Liens in favor of the Collateral Agent under the Second Lien Security Documents is not reduced); (c) Dispositions permitted by Section 7.46.3; (d) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower or any Subsidiary Guarantor; provided that the sale or issuance of Capital Stock of a Subsidiary to the Borrower or any Subsidiary Guarantor is otherwise permitted by Section 6.6; (e) the Disposition of other assets for having a fair market value after not to exceed 3.75% of consolidated total assets of Holdings, the Closing DateBorrower and its Subsidiaries in the aggregate; provided that (i) no Default or Event of Default shall be in effect at the time of such Disposition, (ii) the Borrower shall be in pro forma compliance with the covenants in Section 7.1, (iii) at least 75% of the consideration received in respect of such Disposition shall be cash or Cash Equivalents and (iv) the requirements of Section 2.12(b2.6(b), to the extent applicable, are complied with in connection therewith; (f) the Dispositions listed on Schedule 7.5(f); (g) any Recovery EventEvent or Specified Asset Sale; provided that the requirements of Section 2.12(b2.6(b) are complied with in connection therewith; (hg) the leasing, occupancy agreements or sub-leasing of Property that would not materially interfere with the required use of such Property by the Borrower or its Restricted Subsidiaries; (h) the sale or discount, in each case without recourse and in the ordinary course of business, of overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with the Borrower’s commercially reasonable business judgment or in the ordinary course of business, and any other Disposition or financing of receivables or other loans held by the Borrower or any of its Subsidiaries resulting from loans made in the ordinary course of business to customers in connection with the business of MCM; (i) transfers of condemned property as a result of the exercise of “eminent domain” or other similar policies to the respective Governmental Authority or agency that has condemned same (whether by deed in lieu of condemnation or otherwise), and transfers of properties that have been subject to a casualty to the respective insurer of such property as part of an insurance settlement; (j) the Disposition of any Immaterial Subsidiary; (k) the transfer of Property (i) by the Borrower or any Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor or (ii) from a Non-Guarantor Subsidiary to (A) the Borrower or any Subsidiary Guarantor for no more than fair market value or (B) any other Non-Guarantor Subsidiary that is a Subsidiary; provided that any sale or issuance of Capital Stock of a Subsidiary to the Borrower or any Subsidiary Guarantor is otherwise permitted by Section 6.6; (kl) sale and leaseback transactions permitted by Section 6.9; (m) Liens permitted by Section 7.36.2; (ln) Restricted Payments permitted by Section 7.66.5; (mo) Investments permitted by Section 7.76.6; (np) the sale or issuance of the Capital Stock of any Foreign Subsidiary to any other Foreign Subsidiary, including, without limitation, in connection with any tax restructuring activities not otherwise prohibited hereunder; (o) the Disposition of Cash Equivalents in the ordinary course of business; (p) Dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business or in any situation of a work-out or financial distress, in each case, of the Person owing such accounts receivable;; and (q) the unwinding of any Hedge Agreement permitted hereunder; (r) any Subsidiary may issue Capital Stock to qualified directors where required by applicable law or to satisfy other requirements of applicable law with respect to ownership of Capital Stock in Foreign Subsidiaries; and (s) Dispositions of property pursuant to Permitted Sale Leaseback TransactionsSpecified Asset Sales.

Dispositions of Property. Dispose of any of its owned Property (including, without limitation, receivables) or its leased real property listed on Schedule 6.11, 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 surplus, obsolete or worn out property, vehicles and other assets in the ordinary course of business and the abandonment of Intellectual Property no longer useful or material to the business, property in the ordinary course of business; (i) the sale of inventory, goods and/or services inventory in the ordinary course of business, (ii) the cross-licensing or non-exclusive licensing of Intellectual Property, in the ordinary course of business that does not constitute a disposition of all substantial rights in such Intellectual Property and (iii) the contemporaneous exchange exchange, in the ordinary course of business, of Property for Property of a like kind (other than as set forth in clause (ii)), to the extent that the Property received in such exchange is of a value substantially equivalent to the value of the Property exchanged (provided provided, that after giving effect to such exchange, the value of the Property of the Borrower or any Subsidiary Guarantor Loan Parties subject to perfected first priority Liens in favor of the Collateral Administrative Agent or the Canadian Administrative Agent, as the case may be, under the Security Documents is not materially reduced); (c) Dispositions permitted by Section 7.4; (d) the sale or issuance of (i) any Restricted Subsidiary’s 's Capital Stock to the US Borrower or any US Subsidiary Guarantor and (ii) any Foreign Subsidiary's Capital Stock to the CDN Borrower or any CDN Subsidiary Guarantor; (e) the Disposition of other assets for having a fair market value after the Closing Date; provided that (i) no Default or Event of Default shall be in effect at the time of such Disposition, (ii) the Borrower shall be in pro forma compliance with the covenants in Section 7.1, (iii) at least 75not to exceed 5% of consolidated total assets of the consideration received US Borrower in respect the aggregate for any fiscal year of such Disposition shall be cash or Cash Equivalents and (iv) the US Borrower, provided, that the requirements of Section 2.12(b), to the extent applicable, are complied with in connection therewith; (f) the Dispositions listed on Schedule 7.5(f); (g) any Recovery Event; provided , provided, that the requirements of Section 2.12(b) are complied with in connection therewith; (hg) the leasing, occupancy agreements or sub-leasing of Property that would not materially interfere with the required use of such Property by the US Borrower or its Restricted Subsidiaries; (h) the transfer for fair value of Property (including Capital Stock of Subsidiaries) to another Person in connection with a joint venture arrangement with respect to the transferred Property; provided, that the sum of, without duplication, (A) the aggregate book value of all Property so transferred, (B) the aggregate amount of all Excess Amounts in respect of Dispositions made pursuant to Section 7.4(c), (C) the aggregate amount of all Differential Amounts in respect of Dispositions made pursuant to Section 7.5(l) and (D) the aggregate amount of all Investments made pursuant to Sections 7.8(h) and 7.8(r), shall not exceed 5% of consolidated total assets of the US Borrower (at the time of any transfer giving rise to any such amount or any such Investment) while this Agreement is in effect; (i) the sale or discount, in each case without recourse and in the ordinary course of business, of overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale or financing of receivables); (j) transfers of condemned property as a result of the exercise of “"eminent domain” " or other similar policies to the respective Governmental Authority or agency that has condemned same (whether by deed in lieu of condemnation or otherwise), and transfers of properties that have been subject to a casualty to the respective insurer of such property as part of an insurance settlement; (jk) the Disposition of any Immaterial Subsidiary; (l) the transfer of Property (including Capital Stock of Subsidiaries) for less than fair value (such difference, the "Differential Amount") of (i) by the Borrower or any Subsidiary Guarantor US Loan Party to the Borrower or any other Subsidiary Guarantor or CDN Loan Party and (ii) from a of any Loan Party to any Non-Guarantor Subsidiary to Subsidiary; provided, that the sum of, without duplication, (A) the Borrower or any Subsidiary Guarantor for no more than fair market value or aggregate amount of all such Differential Amounts, (B) the aggregate amount of all Excess Amounts in respect of Dispositions made pursuant to Section 7.4(c), (C) the aggregate book value of all Property transferred pursuant to Section 7.5(h) and (D) the aggregate amount of all Investments made pursuant to Sections 7.8(h) and 7.8(r), shall not exceed 5% of consolidated total assets of the US Borrower (at the time of any other Non-Guarantor Subsidiary; (ktransfer giving rise to any such amount or any such Investment) Liens permitted by Section 7.3; (l) Restricted Payments permitted by Section 7.6while this Agreement is in effect; (m) Investments permitted the transfer for fair value of Property by Section 7.7;any Loan Party to any other Loan Party. (n) the sale or issuance of the Capital Stock of any Cash Equivalents and Foreign Subsidiary to any other Foreign Subsidiary, including, without limitation, in connection with any tax restructuring activities not otherwise prohibited hereunder; (o) the Disposition of Cash Equivalents in the ordinary course of business; (o) sale and leaseback transactions permitted by Section 7.11; (p) Dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business or in any situation of a work-out or financial distress, in each case, of the Person owing such accounts receivableLiens permitted by Section 7.3; (q) the unwinding of any Hedge Agreement Restricted Payments permitted hereunder;by Section 7.6; and (r) any Subsidiary may issue Capital Stock to qualified directors where required Investments permitted by applicable law or to satisfy other requirements of applicable law with respect to ownership of Capital Stock in Foreign Subsidiaries; and (s) Dispositions of property pursuant to Permitted Sale Leaseback TransactionsSection 7.8.

Dispositions of Property. Dispose of any of its owned Property (including, without limitation, including receivables) 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 (other than directors’ qualifying shares) to any Person, except: (a) (i) the Disposition of surplus, obsolete obsolete, damaged or worn out propertyProperty (including scrap and byproducts) in the ordinary course of business, vehicles Dispositions of Property no longer used or useful or economically practicable to maintain in the conduct of the business of the Borrower and other assets Restricted Subsidiaries in the ordinary course and Dispositions of Property necessary in order to comply with applicable Requirements of Law or licensure requirements (as determined by the Borrower in good faith), (ii) the sale of defaulted receivables in the ordinary course of business, (iii) abandonment, cancellation or disposition of any Intellectual Property in the ordinary course of business and (iv) sales, leases or other dispositions of inventory determined by the abandonment management of Intellectual Property the Borrower to be no longer useful or material to the business, necessary in the ordinary course operation of businessthe Business; (i) the sale of inventory, goods and/or services inventory or other Property in the ordinary course of business, (ii) the cross-licensing licensing, pooling, sublicensing or licensing of, or similar arrangements (including disposition of marketing rights) with respect to, Intellectual PropertyProperty in the ordinary course of business or otherwise consistent with past practice or not materially disadvantageous to the Lenders, and (iii) the contemporaneous exchange, in the ordinary course of business that does not constitute a disposition of all substantial rights in such Intellectual Property and (iii) the contemporaneous exchange business, of Property for Property of a like kind (other than as set forth in clause (ii))kind, to the extent that the Property received in such exchange is of a value substantially Fair Market Value equivalent to the value Fair Market Value of the Property exchanged (provided provided, that after giving effect to such exchange, the value Fair Market Value of the Property of the Borrower or any Subsidiary Guarantor Loan Party subject to perfected first priority Liens in favor of the Collateral Agent under the Security Documents is not materially reduced); (c) Dispositions permitted by Section 7.47.4 (other than Section 7.4(e)); (d) the sale or issuance of (i) any Restricted Subsidiary’s Capital Stock to any Loan Party; provided, that the sale or issuance of Capital Stock of an Unrestricted Subsidiary to the Borrower or any of its Restricted Subsidiaries is otherwise permitted by Section 7.7, (ii) the Capital Stock of any Non-Guarantor Subsidiary Guarantorthat is a Restricted Subsidiary to any other Non-Guarantor Subsidiary that is a Restricted Subsidiary or to Holdings and (iii) the Capital Stock of any Subsidiary that is an Unrestricted Subsidiary to any other Subsidiary that is an Unrestricted Subsidiary, in each case, including in connection with any tax restructuring activities not otherwise prohibited hereunder; (e) the any Disposition of other assets for fair market value after the Closing Dateassets; provided provided, that if (i) no Default or Event the total consideration of Default such Disposition is in excess of $20,000,000, it shall be in effect at the time of such Disposition, for Fair Market Value, (ii) the Borrower shall be in pro forma compliance with the covenants in Section 7.1, (iii) at least 75% of the total consideration for any Disposition in excess of $50,000,000 received by the Borrower and its Restricted Subsidiaries is in respect the form of cash or Cash Equivalents, (iii) no Event of Default then exists or would result from such Disposition (except if such Disposition is made pursuant to an agreement entered into at a time when no Event of Default exists), and (iv) if ABL Facility First Priority Collateral constituting more than 10% of the Tranche A Borrowing Base is included in the assets subject to such Disposition, the Borrower shall deliver to the Administrative Agent, within five Business Days after such Disposition, a pro forma calculation of the Tranche A Borrowing Base and the Tranche B Borrowing Base as of the most recent date for which a calculation of the Tranche A Borrowing Base and Tranche B Borrowing Base shall have been delivered pursuant to Section 6.2(g) giving effect to such Disposition; provided, however, that for purposes of clause (ii) above, the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Obligations) that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents and (iv) the requirements of Section 2.12(b), to the extent applicableof the cash or Cash Equivalents received in the conversion) within 180 days following the closing of the applicable Disposition, are complied and (C) any Designated Non-cash Consideration received by the Borrower or any of its Restricted Subsidiaries in such Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (e) that is at that time outstanding, not to exceed the greater of (I) $75,000,000 and (II) 2.0% of Consolidated Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in connection therewithvalue); (fi) any Recovery Event and (ii) any event that would constitute a Recovery Event but for the Dispositions listed on Schedule 7.5(f)Dollar threshold set forth in the definition thereof; (g) any Recovery Event; provided that the requirements of Section 2.12(b) are complied with in connection therewith; (h) the leasing, licensing, occupying pursuant to occupancy agreements or sub-leasing of Property that would not materially interfere with the required use of such Property by the Borrower or its Restricted Subsidiaries; (h) the transfer for Fair Market Value of Property (including Capital Stock of Subsidiaries) to another Person in connection with a joint venture arrangement with respect to the transferred Property; provided, that such transfer is permitted under Section 7.7(h), (k), (v) or (y); (i) the sale or discount, in each case without recourse and in the ordinary course of business, of accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale or financing of receivables); (j) transfers of condemned property Property as a result of the exercise of “eminent domain” or other similar policies to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), and transfers of properties that have been subject to a casualty to the respective insurer of such property Property as part of an insurance settlement; (jk) the Disposition of any Immaterial Subsidiary or any Unrestricted Subsidiary; (l) the transfer of Property (including Capital Stock of Subsidiaries) of the Borrower or any Subsidiary Guarantor to any Restricted Subsidiary for Fair Market Value; (m) the transfer of Property (i) by the Borrower or any Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor Loan Party or (ii) from a Non-Guarantor Subsidiary to (A) any Loan Party; provided, that the Borrower or any Subsidiary Guarantor portion (if any) of such Disposition made for no more than fair market value Fair Market Value shall constitute an Investment and comply with Section 7.7 or (B) any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (k) Liens permitted by Section 7.3; (l) Restricted Payments permitted by Section 7.6; (m) Investments permitted by Section 7.7; (n) the sale or issuance of the Capital Stock of any Foreign Subsidiary to any other Foreign Subsidiary, including, without limitation, in connection with any tax restructuring activities not otherwise prohibited hereunder; (o) the Disposition of cash and Cash Equivalents (or the foreign equivalent of Cash Equivalents) in the ordinary course of business; (o) (i) Liens permitted by Section 7.3 (other than by reference to Section 7.5 or any clause thereof), (ii) Restricted Payments permitted by Section 7.6 (other than by reference to Section 7.5 or any clause thereof), (iii) Investments permitted by Section 7.7 (other than by reference to Section 7.5 or any clause thereof) and (iv) sale and leaseback transactions permitted by Section 7.10 (other than by reference to Section 7.5 or any clause thereof); (p) Dispositions of accounts receivable Investments in joint ventures and other non-wholly owned entities to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements, shareholder agreements and similar binding arrangements; (q) other Dispositions; provided, that at the time such Disposition is made, the Payment Conditions are satisfied; (r) the unwinding of Hedge Agreements permitted hereunder pursuant to their terms; (s) the Disposition of assets acquired pursuant to or in order to effectuate a Permitted Acquisition which assets are (i) obsolete or (ii) not used or useful to the core or principal business of the Borrower and the Restricted Subsidiaries; (t) Dispositions made on the Closing Date to consummate the Transactions or made from and after the Closing Date in connection with or as part of a Specified Transaction; (u) Dispositions involving the collection spin-off of a line of business so long as (i) after giving pro forma effect thereto, determined as of the last day of the fiscal quarter most recently then ended for which financial statements have been delivered pursuant to Section 6.1, the Consolidated Net Total Leverage Ratio of the Borrower and its Restricted Subsidiaries shall be no greater than 3.00 to 1.00, and (ii) no more than 7.0% of Consolidated EBITDA in the aggregate for all such Dispositions, determined as of the last day of the fiscal quarter most recently then ended for which financial statements have been delivered pursuant to Section 6.1, is disposed pursuant to this clause (u); (v) the Specified Dispositions; (w) the sale of services, or compromise thereof the termination of any other contracts, in each case in the ordinary course of business or in any situation of a work-out or financial distress, in each case, of the Person owing such accounts receivablebusiness; (qx) the unwinding of any Hedge Agreement permitted hereunder[reserved]; (ry) Dispositions of Receivables and Related Assets in connection with any Receivables Facility or in connection with factoring arrangements permitted under Section 7.2(t); (z) Dispositions of Property to the extent that (i)(A) such Property is exchanged for credit against the purchase price of similar replacement Property or (B) the proceeds of such Disposition are applied to the purchase price of such replacement Property and (ii) to the extent such Property constituted Collateral, such replacement Property constitutes Collateral as well; (aa) any Subsidiary may issue Capital Stock to qualified directors where required by applicable law Disposition of Property that represents a surrender or to satisfy other requirements waiver of applicable law with respect to ownership a contract right or settlement, surrender or release of Capital Stock in Foreign Subsidiariesa contract or tort claim; and (sbb) Dispositions of property Property between or among the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to Permitted Sale Leaseback Transactionsclauses (a) through (aa) above.

Dispositions of Property. Dispose of any of its owned Property (including, without limitation, receivables) 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 surplus, obsolete or worn out property, vehicles and other assets property in the ordinary course of business and the abandonment of Intellectual Property no longer useful or material to the business, in the ordinary course of business; (i) the sale of inventoryinventory and Dispositions of cash and Cash Equivalents, goods and/or services in each case in the ordinary course of business, (ii) the cross-licensing or licensing of Intellectual PropertyProperty in the ordinary course of business and (iii) the contemporaneous exchange, in the ordinary course of business that does not constitute a disposition of all substantial rights in such Intellectual Property and (iii) the contemporaneous exchange business, of Property for Property of a like like-kind (other than as set forth in clause (ii)), to the extent that the Property received in such exchange is of a value substantially at least equivalent to the value of the Property exchanged (provided that after giving effect to such exchange, the value of the Property of the Borrower or any Subsidiary Guarantor Obligors subject to perfected first priority Liens in favor of the Collateral Agent under the Security Documents is not reduced); (c) Dispositions permitted by Section 7.4the sale or issuance of any Subsidiary’s Capital Stock to any Obligor; (d) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower or any Subsidiary Guarantor; (e) the Disposition of other assets for having a fair market value after not to exceed $10,000,000 in the Closing Dateaggregate in any calendar year; provided that (i) no Default or Event of Default shall be in effect at the time of such Disposition, (ii) the Borrower shall be in pro forma compliance with the covenants in Section 7.1, (iii) at least 75% of the consideration received in respect of such Disposition shall be cash or Cash Equivalents and (iv) the requirements of Section 2.12(b8.1(c), to the extent applicable, are complied with in connection therewith; (f) the Dispositions listed on Schedule 7.5(f); (ge) any Recovery Event; provided that the requirements of Section 2.12(b8.1(c) are complied with in connection therewith; (hf) the leasing, occupancy agreements or sub-leasing of Property that would not materially interfere with the required use of such Property by the Borrower Company or its Restricted Subsidiaries; (ig) Dispositions of non-core assets that are acquired pursuant to a Permitted Acquisition; provided that the requirements of Section 8.1(c), to the extent applicable, are complied with in connection therewith; (h) transfers of condemned property as a result of the exercise of “eminent domain” or other similar policies to the respective Governmental Authority or agency that has condemned same (whether by deed in lieu of condemnation or otherwise), and transfers of properties that have been subject to a casualty to the respective insurer of such property as part of an insurance settlement; (ji) the transfer of Property (i) by the Borrower or any Subsidiary Guarantor Obligor to the Borrower or any other Subsidiary Guarantor or Obligor, (ii) from a Non-Guarantor by any Foreign Subsidiary to another Foreign Subsidiary, (Aiii) the Borrower or by any Foreign Subsidiary Guarantor to an Obligor and (iv) by any Obligor to a Foreign Subsidiary for no more not less than fair market value or (Bas reasonably determined by the Company; provided that for purposes of this subclause (iv), the Company may, acting in good faith, determine that a transfer of equipment that has been used in the business of an Obligor, for not less than the book value of such equipment, is a transfer for not less than fair market value); (j) any other Non-Guarantor Subsidiarysale and leaseback transactions permitted by Section 10.10; provided that the requirements of Section 8.1(c) are complied with in connection therewith; (k) Liens permitted by Section 7.310.3; (l) Restricted Payments permitted by Section 7.610.6; (m) Investments permitted not prohibited by Section 7.7this Agreement; (n) the sale or issuance of the Capital Stock of any Foreign Subsidiary to any other Foreign Subsidiary, including, discount without limitation, in connection with any tax restructuring activities not otherwise prohibited hereunder; (o) the Disposition of Cash Equivalents in the ordinary course of business; (p) Dispositions recourse of accounts receivable in connection with the collection or compromise thereof arising in the ordinary course of business in connection with the compromise or collection thereof; (o) assignments or subleases for fair value of leasehold interests that are no longer used or useful in the business the Company or any situation of a work-out or financial distressits Subsidiaries; (p) any exclusive license to Pentair, in each case, Inc. of the Person owing such accounts receivable;Specified Intellectual Property; and (q) any Disposition for not less than fair market value (as reasonably determined by the unwinding Company) if at least 75% of any Hedge Agreement permitted hereunder; (r) any Subsidiary may issue Capital Stock the consideration is received in the form of cash and the Net Cash Proceeds of which at the consummation of such Disposition are entirely applied to qualified directors where required by applicable law or to satisfy other requirements the repayment of applicable law with respect to ownership the Notes of Capital Stock in Foreign Subsidiaries; and (s) Dispositions of property each Series then outstanding on a pro rata basis, pursuant to Permitted Sale Leaseback TransactionsSection 8.2.

Dispositions of Property. Dispose of any of its owned Property (including, without limitation, receivables) 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, surplus, obsolete or worn out property, vehicles and other assets assets, whether now owned or hereafter acquired, in the ordinary course of business business, and the abandonment of Intellectual Property property, vehicles and other assets no longer used or useful or material to the business, in the ordinary course of business; (i) the sale of inventory, goods and/or services in the ordinary course of business, (ii) the cross-licensing or licensing of Intellectual Property, in the ordinary course of business that does not constitute a disposition of all substantial rights in such Intellectual Property and (iii) the contemporaneous exchange of Property (other than Capital Stock) for a combination of Property of a like kind (other than as set forth in clause (ii))) and Net Cash Proceeds, to the extent that the such Property and Net Cash Proceeds received in such exchange is of a combined value substantially equivalent to the value of the Property exchanged exchanged, as determined in good faith by the Borrower (provided that any Net Cash Proceeds received in connection with such exchange are applied in the manner set forth under Section 2.12(b); and, provided, further, that after giving effect to such exchange, the value of the Property of the Borrower or any Subsidiary Guarantor subject to a perfected first priority Liens Lien in favor of the Collateral Agent under the Security Documents is not reducedreduced in any material respect other than as related to the Net Cash Proceeds applied in the manner set forth under Section 2.12(b)); (c) Dispositions permitted by Section 7.4; (d) (i) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower or any Subsidiary GuarantorGuarantor or the Borrower’s Capital Stock to Holdings or (ii) the sale or issuance of any Unrestricted Subsidiary’s Capital Stock or Indebtedness; (e) the Disposition of (i) Property acquired pursuant to a Permitted Acquisition that is not used in or otherwise related to the Business for fair market value and (ii) other assets for fair market value after the Closing Datevalue; provided that (iA) no Default or Event of Default shall be in effect at the time of such Disposition, (iiB) the Borrower shall be in pro forma compliance with the covenants in Section 7.1Financial Condition Covenant, (iiiC) at least 75% of the consideration received in respect of such Disposition shall be cash or Cash Equivalents (provided that for purposes of the 75% consideration requirement (w) the expected amount of any earn outs or royalties to be paid to Borrower or any of its Restricted Subsidiaries (as determined by Borrower in good faith), (x) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to Borrower or a Restricted Subsidiary) of Borrower or any Restricted Subsidiary (as shown on such person’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets and for which Borrower and its Restricted Subsidiaries shall have been validly released by all relevant creditors in writing, (y) any Capital Stock received by Borrower or any Restricted Subsidiary from such transferee that are converted by such person into Cash Equivalents (to the extent of the Investments received) within 180 days following the closing of the applicable sale or disposition and (ivz) any Designated Non-Cash Consideration received in respect of such sale or disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) that when received does not exceed in the aggregate $35,000,000, in each case, shall be deemed to be Cash Equivalents) and (D) the requirements of Section 2.12(b), to the extent applicable, are complied with in connection therewith; (f) the Dispositions listed on Schedule 7.5(f); (g) any Recovery Event; provided that the requirements of Section 2.12(b) are complied with in connection therewith; (hg) the leasing, occupancy agreements or sub-leasing of Property that would not materially interfere with the required use of such Property by the Borrower or its the Restricted Subsidiaries; (ih) transfers of condemned property Property as a result of the exercise of “eminent domain” or other similar policies to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), and transfers of properties that have been subject to a casualty to the respective insurer of such property Property as part of an insurance settlement; (ji) the transfer of Property (i) by the Borrower or any Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor or (ii) from a Non-Guarantor Subsidiary to (A) the Borrower or any Subsidiary Guarantor for no more than fair market value or (B) any other Non-Guarantor Subsidiary; (kj) Liens permitted by Section 7.3; (lk) Restricted Payments permitted by Section 7.6; (ml) Investments permitted by Section 7.7; (n) the sale or issuance of the Capital Stock of any Foreign Subsidiary to any other Foreign Subsidiary, including, without limitation, in connection with any tax restructuring activities not otherwise prohibited hereunder; (om) the Disposition of (i) Cash Equivalents and (ii) other current assets that were Cash Equivalents when the original Investment in such assets was made and which thereafter fail to satisfy the definition of Cash Equivalents, in the case of each of clauses (i) and (ii), in the ordinary course of business; (pn) Dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business or in any situation of a work-out or financial distress, in each case, of the Person owing such accounts receivable; (qo) the termination or unwinding of any Hedge Agreement permitted hereunder; (rp) any Restricted Subsidiary that is a Foreign Subsidiary may issue Capital Stock to qualified directors where required by applicable law or to satisfy other requirements of applicable law with respect to ownership of Capital Stock in Foreign Subsidiaries; and; (sq) Dispositions of property pursuant to Permitted Sale Leaseback Transactions.; (r) Dispositions of Property that do not constitute Asset Sales; (s) the lapse, abandonment, cancellation or other disposition of Intellectual Property that is not material or is no longer used or useful in any material respect in the operation of the Loan Parties, in each case, as determined in good faith by the Borrower; and (t) so long as no Event of Default has occurred and is continuing immediately after giving effect to such Disposition, Dispositions of Investments made with the Contribution Amount;

Dispositions of Property. Dispose of any of its owned Property (including, without limitation, including receivables) 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) (i) the Disposition of surplus, obsolete or worn out property, vehicles and other assets in the ordinary course of business and (ii) the abandonment Disposition, abandonment, cancellation or lapse of Intellectual Property which, in the reasonable, good faith determination of the Borrower, are no longer useful economical to prosecute or material to the businessmaintain in light of their respective materiality, use or application in the ordinary course of business; (i) the sale of inventory, goods and/or services in the ordinary course of business, (ii) the cross-licensing or licensing of Intellectual Property, in the ordinary course of business that does not constitute a disposition of all substantial rights in such Intellectual Property and does not materially interfere with the business of the Group Members, taken as a whole, and (iii) the contemporaneous exchange of Property for Property of a like kind (other than as set forth in clause (ii)), including Dispositions of equipment to the extent such equipment is exchanged for credit against the purchase price of similar replacement equipment, to the extent that the Property received in such exchange is of a value substantially equivalent to or greater than the value of the Property exchanged (provided provided, that after giving effect to such exchange, the value of the Property of the Borrower or any Subsidiary Guarantor subject to perfected first priority Liens in favor of the Collateral Agent under the Security Documents is not reducedsubstantially equivalent or greater than the value of the Property of the Borrower and the Subsidiary Guarantors immediately prior to such exchange); (c) Dispositions permitted by Section 7.47.4 (other than clause (d)(ii) or clause (f)(i) thereof); (d) the sale or issuance of (i) any Restricted Subsidiary’s Capital Stock to the Borrower Holdings or any Subsidiary GuarantorGuarantor or (ii) any Non-Guarantor Subsidiary’s Capital Stock held by a Non-Guarantor Subsidiary to another Non-Guarantor Subsidiary; (e) the Disposition of other assets for fair market value Fair Market Value after the Closing Date; provided provided, that (i) no Default or Event with respect to any Disposition pursuant to this clause (e) for a purchase price in excess of Default shall be in effect at the time greater of such Disposition(x) $7.5 million and (y) 7.1% of Consolidated EBITDA as of the last day of the most recently ended Test Period, (ii) the Borrower shall be in pro forma compliance with the covenants in Section 7.1, (iii) at least 75% of the consideration received in respect of such Disposition shall be cash or Cash Equivalents; provided, further that for purposes of the foregoing requirement, (1) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to a Group Member) of the Group Members (as shown on the most recent balance sheet or statement of financial position (or in the notes thereto)) that are assumed by the transferee of any such assets and for which the Group Members have been validly released by all relevant creditors in writing, (2) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition, (3) any securities received by the Group Members from the transferee that are converted into 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 (iv4) 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 (4) that is at that time outstanding, not in excess of the greater of $30 million and 28.3% of Consolidated EBITDA as of the last day of the most recently ended Test Period, in each case, shall be deemed to be cash), (ii) no Event of Default has occurred and is continuing or would result therefrom at the time of entering into the definitive sale agreement therefor and (iii) the requirements of Section 2.12(b), to the extent applicable, are complied with in connection therewith; (f) the Dispositions listed on Schedule 7.5(f); (g) any Recovery Event; provided provided, that the requirements of Section 2.12(b) ), to the extent applicable, are complied with in connection therewith; (h) the leasing, occupancy agreements or sub-leasing of Property that would not materially interfere with the required use of such Property by the Borrower Holdings or its Restricted Subsidiaries; (i) foreclosures or transfers of condemned property as a result of the exercise of “eminent domain” or other similar policies to the respective Governmental Authority or agency that has condemned same (whether by deed in lieu of condemnation or otherwise), ) and transfers of properties that have been subject to a casualty to the respective insurer of such property as part of an insurance settlement; (j) Dispositions (including of Capital Stock) among the transfer of Property Group Members (upon voluntary liquidation or otherwise); provided, that (x) any such Disposition made by any Loan Party to any Person that is not a Loan Party shall be (i) by for Fair Market Value with at least 75% of the Borrower consideration for such Disposition consisting of cash or any Subsidiary Guarantor to Cash Equivalents at the Borrower or any other Subsidiary Guarantor time of such Disposition or (ii) treated as an Investment and otherwise made in compliance with Section 7.7 (other than in reliance on clause (k) thereof), (y) any such Disposition from a Non-Guarantor Subsidiary to (A) the Borrower or any Subsidiary Guarantor shall be for no more than fair market value or (B) any other Non-Guarantor SubsidiaryFair Market Value; (k) Liens permitted by Section 7.3; (l) Restricted Payments permitted by Section 7.6; (m) Investments permitted by Section 7.77.7 (other than in reliance on clause (k) thereof); (n) the sale or issuance of the Capital Stock of any Foreign Subsidiary (other than a Loan Party) to any other Foreign Subsidiary, including, without limitation, Subsidiary or a FSHCO including in connection with any tax restructuring activities not otherwise prohibited hereunder; (o) the Disposition Dispositions of cash and Cash Equivalents and/or other assets that were Cash Equivalents when the relevant original Investment was made in the ordinary course of business; (p) Dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business or in any situation of a work-out or financial distress, in each case, of the Person owing such accounts receivable; (q) terminations or the unwinding of any Hedge Agreement permitted hereunder; (r) any Foreign Subsidiary may issue Capital Stock to qualified directors where required by applicable law or to satisfy other requirements of applicable law with respect to ownership of Capital Stock in Foreign Subsidiaries; and; (s) Dispositions of property pursuant to Permitted Sale Leaseback TransactionsTransactions to the extent any Indebtedness incurred in connection therewith is permitted under Section 7.2(p); (t) leases, subleases, 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 its Restricted Subsidiaries, taken as a whole; (u) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (v) the Disposition of the Capital Stock in, Indebtedness of, or other securities issued by, an Unrestricted Subsidiary; (w) Dispositions and/or terminations in the ordinary course of business of leases, subleases, licenses or sublicenses, (i) the Disposition or termination of which will not materially interfere with the business of the Group Members or (ii) which relate to closed facilities or the discontinuation of any product line; (x) the expiration of any option agreement in respect of real or personal property and any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or litigation claims (including in tort) in the ordinary course of business; (y) Dispositions of non-core assets and sales of fee-owned real property, in each case acquired in any acquisition permitted hereunder which, within 180 days of the date of such acquisition, are designated in writing to the Administrative Agent as being held for sale and not for the continued operation of the Group Members or any of their respective businesses; provided, that no Event of Default exists on the date on which the definitive agreement governing the relevant Disposition is executed; (z) Dispositions of assets that do not constitute Collateral for Fair Market Value; (aa) Dispositions of fee-owned real property and related assets in the ordinary course of business in connection with relocation activities for Employees of any Group Member or any Parent Company; (bb) Dispositions made to comply with any order of any Governmental Authority or any applicable Law; (cc) any sale of motor vehicles and information technology equipment purchased at the end of an operating lease and resold thereafter; (dd) other Dispositions of assets of which the aggregate Fair Market Value does not exceed the greater of $15 million and 14.2% of Consolidated EBITDA as of the last day of the most recently ended Test Period; and (ee) Dispositions of Receivables Assets to a Receivables Subsidiary or a Person that is not a Subsidiary of Holdings in connection with any Receivables Facility permitted hereunder or any Disposition of Receivables Assets in the ordinary course of business for cash at Fair Market Value; and (ff) the transactions contemplated by the LER Steps Plan; provided further that any Sale Leaseback Transaction that is consummated substantially simultaneously with a Permitted Acquisition and relates to assets acquired in such Permitted Acquisition shall not be restricted by this Section 7.5 and shall not constitute an Asset Sale. To the extent that any Collateral is Disposed of as expressly permitted by this Section 7.5 to any Person other than a Loan Party, such Collateral shall be disposed of free and clear of the Liens created by the Loan Documents, which Liens shall be automatically released upon the consummation of such disposition; it being understood and agreed that the Administrative Agent and the Collateral Agent shall be authorized to take, and shall take, without recourse or warranty, any actions reasonably requested by the Borrower in order to effect the foregoing in accordance with Section 9 hereof.

Dispositions of Property. Dispose of any of its owned Property (including, without limitation, receivables) 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, surplus, obsolete or worn out property, vehicles and other assets in the ordinary course of business and the abandonment of Intellectual Property no longer useful assets, whether now owned or material to the businesshereafter acquired, in the ordinary course of business; (i) the sale of inventory, goods and/or services in the ordinary course of business, (ii) the cross-licensing or licensing of Intellectual Property, in the ordinary course of business that does not constitute a disposition of all substantial rights in such Intellectual Property and (iii) the contemporaneous exchange of Property (other than Capital Stock) for a combination of Property of a like kind (other than as set forth in clause (ii))) and Net Cash Proceeds, to the extent that the such Property and Net Cash Proceeds received in such exchange is of a combined value substantially equivalent to the value of the Property exchanged (provided that any Net Cash Proceeds received in connection with such exchange are applied in the manner set forth under Section 2.12(b); and, provided, further, that after giving effect to such exchange, the value of the Property of the Borrower or any Subsidiary Guarantor subject to a perfected first priority Liens Lien in favor of the Collateral Agent under the Security Documents is not reducedreduced in any material respect other than as related to the Net Cash Proceeds applied in the manner set forth under Section 2.12(b)); (c) Dispositions permitted by Section 7.4; (d) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower or any Subsidiary GuarantorGuarantor or the Borrower’s Capital Stock to Holdings; (e) the Disposition of (i) Property acquired pursuant to a Permitted Acquisition that is not used in or otherwise related to the Business for fair market value and (ii) other assets for fair market value after the Closing Datevalue; provided that (iA) no Default or Event of Default shall be in effect at the time of such Disposition, (iiB) the Borrower shall be in pro forma compliance with the covenants in Section 7.1Financial Condition Covenant, (iiiC) at least 75% of the consideration received in respect of such Disposition shall be cash or Cash Equivalents and (ivD) the requirements of Section 2.12(b), to the extent applicable, are complied with in connection therewith; (f) the Dispositions listed on Schedule 7.5(f); (g) any Recovery Event; provided that the requirements of Section 2.12(b) are complied with in connection therewith; (hg) the leasing, occupancy agreements or sub-leasing of Property that would not materially interfere with the required use of such Property by the Borrower or its the Restricted Subsidiaries; (ih) transfers of condemned property Property as a result of the exercise of “eminent domain” or other similar policies to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), and transfers of properties that have been subject to a casualty to the respective insurer of such property Property as part of an insurance settlement; (ji) the transfer of Property (i) by the Borrower or any Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor or (ii) from a Non-Guarantor Subsidiary to (A) the Borrower or any Subsidiary Guarantor for no more than fair market value or (B) any other Non-Guarantor Subsidiary; (kj) Liens permitted by Section 7.3; (lk) Restricted Payments permitted by Section 7.6; (ml) Investments permitted by Section 7.7; (n) the sale or issuance of the Capital Stock of any Foreign Subsidiary to any other Foreign Subsidiary, including, without limitation, in connection with any tax restructuring activities not otherwise prohibited hereunder; (om) the Disposition of Cash Equivalents in the ordinary course of business; (pn) Dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business or in any situation of a work-out or financial distress, in each case, of the Person owing such accounts receivable; (qo) the termination or unwinding of any Hedge Agreement permitted hereunder; (rp) any Restricted Subsidiary that is a Foreign Subsidiary may issue Capital Stock to qualified directors where required by applicable law or to satisfy other requirements of applicable law with respect to ownership of Capital Stock in Foreign Subsidiaries; and; (sq) Dispositions of property pursuant to Permitted Sale Leaseback Transactions.; (r) Dispositions of Property that do not constitute Asset Sales; and (s) the abandonment, cancellation or other disposition of Intellectual Property that is not material or is no longer used or useful in any material respect in the operation of the Loan Parties, in each case, as determined in good faith by the Borrower;

Dispositions of Property. The Borrower will not, and will not permit any of its Subsidiaries to, Dispose of any of its owned Property (includingproperty, without limitation, receivables) 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 surplus, obsolete or worn out property, vehicles and other assets in the ordinary course of business of the Borrower and the abandonment its Subsidiaries (including Dispositions of Intellectual Property obsolete or worn-out property no longer required or useful or material to the business, in the ordinary course of business; (i) the sale of inventory, goods and/or services in the ordinary course of business, (ii) the cross-licensing business or licensing of Intellectual Property, in the ordinary course of business that does not constitute a disposition of all substantial rights in such Intellectual Property and (iii) the contemporaneous exchange of Property for Property of a like kind (other than as set forth in clause (ii)), to the extent that the Property received in such exchange is of a value substantially equivalent to the value of the Property exchanged (provided that after giving effect to such exchange, the value of the Property operations of the Borrower or any Subsidiary Guarantor subject to perfected first priority Liens in favor of the Collateral Agent under the Security Documents is not reducedits Subsidiaries); (cb) Dispositions permitted by Section 7.4;Sections 6.03(b)(i) or (d); Credit Agreement (dc) the sale or issuance of any Restricted Subsidiary’s Capital Stock of any Subsidiary to the Borrower or any Subsidiary Guarantorother Subsidiary; (d) Dispositions with respect to the Receivables Securitization Program, provided that the aggregate principal amount of Indebtedness related to any such Receivables Securitization Program shall not at any time exceed 10% of Consolidated Total Capitalization at such time; (e) Dispositions of property or assets by the Borrower or any Subsidiary to the extent that, as part of the same transaction or a series of related transactions, such property or assets are within 365 after the date of such Disposition leased by the Borrower or such Subsidiary as lessee for use in the business of other assets the Borrower and its Subsidiaries; and (f) Dispositions of property for fair market value after not covered by the Closing Date; foregoing clauses (a) through (e) of this Section, provided that with respect to any Disposition (or any series of related Dispositions) in excess of $15,000,000, either (i) no Default or Event of Default shall be in effect at the time of such Disposition, the aggregate book value of the properties and assets thereof, taken together with the aggregate amount of all prior Dispositions in excess of $15,000,000 pursuant to this clause (f)(i), shall not exceed 15% of Consolidated Total Assets as at the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been furnished pursuant to Section 5.01 (after giving pro forma effect to any Disposition made pursuant to this clause (f)(i) since the date of such financial statements) or (ii) within 365 days after such Disposition, the Borrower shall be proceeds thereof (net of ordinary and reasonable out-of-pocket costs and expenses actually incurred in pro forma compliance connection with the covenants in Section 7.1, (iii) at least 75% of the consideration received in respect of such Disposition shall be cash or Cash Equivalents and (iv) the requirements any repayment of Section 2.12(b), to the extent applicable, are complied with in connection therewith; (f) the Dispositions listed on Schedule 7.5(f); (g) any Recovery Event; provided that the requirements Indebtedness of Section 2.12(b) are complied with in connection therewith; (h) the leasing, occupancy agreements or sub-leasing of Property that would not materially interfere with the required use of such Property by the Borrower or its Restricted Subsidiaries; (i) transfers of condemned property the relevant Subsidiary, as a result of the exercise of “eminent domain” or other similar policies applicable, related to the respective Governmental Authority or agency property that has condemned same (whether by deed in lieu of condemnation or otherwise), and transfers of properties that have been is the subject to a casualty to the respective insurer of such property as part of an insurance settlement; (jDisposition) the transfer of Property (i) are used to purchase productive assets for use by the Borrower or any Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor or (ii) from a Non-Guarantor Subsidiary to (A) the Borrower or any Subsidiary Guarantor for no more than fair market value or (B) any other Non-Guarantor Subsidiary; (k) Liens permitted by Section 7.3; (l) Restricted Payments permitted by Section 7.6; (m) Investments permitted by Section 7.7; (n) the sale or issuance of the Capital Stock of any Foreign Subsidiary to any other Foreign Subsidiary, including, without limitation, in connection with any tax restructuring activities not otherwise prohibited hereunder; (o) the Disposition of Cash Equivalents in the ordinary course of their business; (p) Dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business or in any situation of a work-out or financial distress, in each case, of the Person owing such accounts receivable; (q) the unwinding of any Hedge Agreement permitted hereunder; (r) any Subsidiary may issue Capital Stock to qualified directors where required by applicable law or to satisfy other requirements of applicable law with respect to ownership of Capital Stock in Foreign Subsidiaries; and (s) Dispositions of property pursuant to Permitted Sale Leaseback Transactions.

Dispositions of Property. Dispose of any of its owned Property (including, without limitation, receivables) 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, surplus, obsolete or worn out property, vehicles and other assets in the ordinary course of business and the abandonment of Intellectual Property no longer useful assets, whether now owned or material to the businesshereafter acquired, in the ordinary course of business; (i) the sale of inventory, goods and/or services in the ordinary course of business, (ii) the cross-licensing or licensing of Intellectual Property, in the ordinary course of business that does not constitute a disposition of all substantial rights in such Intellectual Property and (iii) the contemporaneous exchange of Property for a combination of Property of a like kind (other than as set forth in clause (ii))) and Net Cash Proceeds, to the extent that the such Property and Net Cash Proceeds received in such exchange is of a combined value substantially equivalent to the value of the Property exchanged (provided that any Net Cash Proceeds received in connection with such exchange are applied in the manner set forth under Section 2.12(b); and, provided, further, that after giving effect to such exchange, the value of the Property of the Borrower or any Subsidiary Guarantor subject to a perfected first priority Liens Lien in favor of the Collateral Agent under the Security Documents is not reducedreduced in any material respect other than as related to the Net Cash Proceeds applied in the manner set forth under Section 2.12(b)); (c) Dispositions permitted by Section 7.4; (d) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower or any Subsidiary GuarantorGuarantor or the Borrower’s Capital Stock to Holdings; (e) the Disposition of (i) Property acquired pursuant to a Permitted Acquisition that is not used in or otherwise related to the Business for fair market value and (ii) other assets for fair market value after the Closing Datevalue; provided that (iA) no Default or Event of Default shall be in effect at the time of such Disposition, (iiB) the Borrower shall be in pro forma compliance with the covenants in Section 7.1Financial Condition Covenant, (iiiC) at least 75% of the consideration received in respect of such Disposition shall be cash or Cash Equivalents and (ivD) the requirements of Section 2.12(b), to the extent applicable, are complied with in connection therewith; (f) the Dispositions listed on Schedule 7.5(f); (g) any Recovery Event; provided that the requirements of Section 2.12(b) are complied with in connection therewith; (hg) the leasing, occupancy agreements or sub-leasing of Property that would not materially interfere with the required use of such Property by the Borrower or its the Restricted Subsidiaries; (ih) transfers of condemned property Property as a result of the exercise of “eminent domain” or other similar policies to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), and transfers of properties that have been subject to a casualty to the respective insurer of such property Property as part of an insurance settlement; (ji) the transfer of Property (i) by the Borrower or any Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor or (ii) from a Non-Guarantor Subsidiary to (A) the Borrower or any Subsidiary Guarantor for no more than fair market value or (B) any other Non-Guarantor Subsidiary; (kj) Liens permitted by Section 7.3; (lk) Restricted Payments permitted by Section 7.6; (ml) Investments permitted by Section 7.7; (n) the sale or issuance of the Capital Stock of any Foreign Subsidiary to any other Foreign Subsidiary, including, without limitation, in connection with any tax restructuring activities not otherwise prohibited hereunder; (om) the Disposition of Cash Equivalents in the ordinary course of business; (pn) Dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business or in any situation of a work-out or financial distress, in each case, of the Person owing such accounts receivable; (qo) the termination or unwinding of any Hedge Agreement permitted hereunder; (rp) any Restricted Subsidiary may issue Capital Stock to qualified directors where required by applicable law or to satisfy other requirements of applicable law with respect to ownership of Capital Stock in Foreign Subsidiaries; and; (sq) Dispositions of property pursuant to Permitted Sale Leaseback Transactions; (r) Dispositions of Property that do not constitute Asset Sales not to exceed $15,000,000 in the aggregate; and (s) the abandonment, cancellation or other disposition of Intellectual Property that is not material or is no longer used or useful in any material respect in the operation of the Loan Parties, in each case, as determined in good faith by the Borrower.

Dispositions of Property. Dispose of any of its owned Property (including, without limitation, receivables) 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 surplus, obsolete or worn out property, vehicles and other assets property in the ordinary course of business and the abandonment of Intellectual Property no longer useful or material to the business, in the ordinary course of business; (i) the sale of inventory, goods and/or services in the ordinary course of business, (ii) the cross-licensing or licensing of Intellectual Property, in the ordinary course of business that does not constitute a disposition of all substantial rights in such Intellectual Property and (iii) the contemporaneous exchange exchange, in the ordinary course of business, of Property for Property of a like kind (other than as set forth in clause (ii)), to the extent that the Property received in such exchange is of a value substantially equivalent to the value of the Property exchanged (provided that after giving effect to such exchange, the value of the Property of the Borrower or any Subsidiary Guarantor subject to perfected first priority Liens in favor of the Collateral Agent under the First Lien Security Documents is not reduced); (c) Dispositions permitted by Section 7.4; (d) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower or any Subsidiary Guarantor; provided that the sale or issuance of Capital Stock of a Subsidiary to the Borrower or any Subsidiary Guarantor is otherwise permitted by Section 7.7; (e) the Disposition of other assets for having a fair market value after not to exceed 2.5% of consolidated total assets of Holdings, the Closing DateBorrower and its Subsidiaries in the aggregate; provided that (i) no Default or Event of Default shall be in effect at the time of such Disposition, (ii) the Borrower shall be in pro forma compliance with the covenants in Section 7.1, (iii) at least 75% of the consideration received in respect of such Disposition shall be cash or Cash Equivalents and (iv) the requirements of Section 2.12(b), to the extent applicable, are complied with in connection therewith; (f) the Dispositions listed on Schedule 7.5(f); (g) any Recovery EventEvent or Specified Asset Sale; provided that the requirements of Section 2.12(b) are complied with in connection therewith; (hg) the leasing, occupancy agreements or sub-leasing of Property that would not materially interfere with the required use of such Property by the Borrower or its Restricted Subsidiaries; (h) the sale or discount, in each case without recourse and in the ordinary course of business, of overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with the Borrower’s commercially reasonable business judgment or in the ordinary course of business, and any other Disposition or financing of receivables or other loans held by the Borrower or any of its Subsidiaries resulting from loans made in the ordinary course of business to customers in connection with the business of MCM; (i) transfers of condemned property as a result of the exercise of “eminent domain” or other similar policies to the respective Governmental Authority or agency that has condemned same (whether by deed in lieu of condemnation or otherwise), and transfers of properties that have been subject to a casualty to the respective insurer of such property as part of an insurance settlement; (j) the Disposition of any Immaterial Subsidiary; (k) the transfer of Property (i) by the Borrower or any Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor or (ii) from a Non-Guarantor Subsidiary to (A) the Borrower or any Subsidiary Guarantor for no more than fair market value or (B) any other Non-Guarantor Subsidiary that is a Subsidiary; provided that any sale or issuance of Capital Stock of a Subsidiary to the Borrower or any Subsidiary Guarantor is otherwise permitted by Section 7.7; (kl) sale and leaseback transactions permitted by Section 7.10; (m) Liens permitted by Section 7.3; (ln) Restricted Payments permitted by Section 7.6; (mo) Investments permitted by Section 7.7; (np) the sale or issuance of the Capital Stock of any Foreign Subsidiary to any other Foreign Subsidiary, including, without limitation, in connection with any tax restructuring activities not otherwise prohibited hereunder; (o) the Disposition of Cash Equivalents in the ordinary course of business; (p) Dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business or in any situation of a work-out or financial distress, in each case, of the Person owing such accounts receivable;; and (q) the unwinding of any Hedge Agreement permitted hereunder; (r) any Subsidiary may issue Capital Stock to qualified directors where required by applicable law or to satisfy other requirements of applicable law with respect to ownership of Capital Stock in Foreign Subsidiaries; and (s) Dispositions of property pursuant to Permitted Sale Leaseback TransactionsSpecified Asset Sales.

Dispositions of Property. Dispose of any of its owned Property (includingproperty, without limitation, receivables) whether now owned or hereafter acquired, or, in the case of any Restricted SubsidiarySubsidiary of the Borrower, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition Dispositions of surplusobsolete, obsolete or worn out property, vehicles and other assets in the ordinary course of business and the abandonment of Intellectual Property no longer useful or material to the business, surplus property in the ordinary course of business; (ib) the sale Dispositions of inventory, goods and/or services inventory in the ordinary course of business, (ii) the cross-licensing or licensing of Intellectual Property, in the ordinary course of business that does not constitute a disposition of all substantial rights in such Intellectual Property and (iii) the contemporaneous exchange of Property for Property of a like kind (other than as set forth in clause (ii)), to the extent that the Property received in such exchange is of a value substantially equivalent to the value of the Property exchanged (provided that after giving effect to such exchange, the value of the Property of the Borrower or any Subsidiary Guarantor subject to perfected first priority Liens in favor of the Collateral Agent under the Security Documents is not reduced); (c) Dispositions permitted by Section 7.4Sections 7.04(b)(i)(A) and (b)(ii)(A); (d) the sale or issuance of any Restricted Subsidiary’s the Capital Stock of a Subsidiary of the Borrower (i) to the Borrower or any other Loan Party, or (ii) by a Subsidiary Guarantorthat is not a Loan Party to another Subsidiary that is not a Loan Party or (iii) in connection with any transaction that does not result in a Change of Control; (e) the Disposition use or transfer of other assets for fair market value after the Closing Date; provided that (i) no Default or Event of Default shall be in effect at the time of such Dispositionmoney, (ii) the Borrower shall be in pro forma compliance with the covenants in Section 7.1, (iii) at least 75% of the consideration received in respect of such Disposition shall be cash or Cash Equivalents and (iv) in a manner that is not prohibited by the requirements terms of Section 2.12(b), to this Agreement or the extent applicable, are complied with in connection therewithother Loan Documents; (f) the Dispositions listed on Schedule 7.5(f); (g) any Recovery Event; provided that the requirements non-exclusive licensing of Section 2.12(b) are complied with in connection therewith; (h) the leasingpatents, occupancy agreements or sub-leasing of Property that would not materially interfere with the required use of such Property by the Borrower or its Restricted Subsidiaries; (i) transfers of condemned property as a result of the exercise of “eminent domain” or other similar policies to the respective Governmental Authority or agency that has condemned same (whether by deed in lieu of condemnation or otherwise)trademarks, copyrights, and transfers of properties that have been subject to a casualty to the respective insurer of such property as part of an insurance settlement; (j) the transfer of other Intellectual Property (i) by the Borrower or any Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor or (ii) from a Non-Guarantor Subsidiary to (A) the Borrower or any Subsidiary Guarantor for no more than fair market value or (B) any other Non-Guarantor Subsidiary; (k) Liens permitted by Section 7.3; (l) Restricted Payments permitted by Section 7.6; (m) Investments permitted by Section 7.7; (n) the sale or issuance of the Capital Stock of any Foreign Subsidiary to any other Foreign Subsidiary, including, without limitation, in connection with any tax restructuring activities not otherwise prohibited hereunder; (o) the Disposition of Cash Equivalents rights in the ordinary course of business; (pg) the Disposition of property (i) from any Loan Party to any other Loan Party, and (ii) from any Subsidiary (which is not a Loan Party) to the Borrower or any other Subsidiary; provided that in each case in which there is a Lien over the relevant property in favor of the Administrative Agent in advance of the Disposition, an equivalent Lien will be granted to the Administrative Agent by the Borrower or the applicable Subsidiary that acquires the property; (h) Dispositions of property subject to a Casualty Event; (i) leases or subleases of real property; (j) the sale or discount without recourse of accounts receivable in connection with the collection or compromise thereof arising in the ordinary course of business in connection with the compromise or in any situation of a work-out or financial distress, in each case, of the Person owing such accounts receivablecollection thereof; (qk) any abandonment, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) of the unwinding Borrower or any of any Hedge Agreement permitted hereunderits Subsidiaries that the Borrower determines in good faith is desirable in the conduct of its business and not materially disadvantageous to the interests of the Lenders; (rl) Dispositions of other property or series of related Dispositions of other Property having a fair market value not to exceed the greater of (i) $1,500,000 and (ii) 2.5% of TTM Consolidated EBITDA in the aggregate; provided that at the time of any such Disposition, no Event of Default shall have occurred and be continuing or would result from such Disposition; (m) Restricted Payments permitted by Section 7.06, Investments permitted by Section 7.08 and Liens permitted by Section 7.03; (n) any Foreign Subsidiary may issue Capital Stock to qualified directors where required by applicable law or to satisfy other requirements any applicable Requirement of applicable law Law, including any Requirement of Law with respect to ownership of Capital Stock in Foreign Subsidiaries; and (so) other Dispositions so long as (i) at least 75% of the consideration paid in connection therewith shall be cash or Cash Equivalents paid upon the consummation of the transaction and shall be in an amount not less than the fair market value of the property disposed of, (ii) no Event of Default then exists or would result from such Disposition and (iii) the aggregate net book value of all of the assets sold or otherwise disposed of by the Loan Parties and their Subsidiaries in all such transactions in any fiscal year of the Borrower shall not exceed $25,000,000; provided, however, that any Disposition made pursuant to this Section 7.05 (other than (x) Dispositions solely between Loan Parties, (y) Dispositions solely between Subsidiaries that are not Loan Parties or (z) Dispositions between a Loan Party and a Subsidiary that is not a Loan Party in which the terms thereof in favor of property pursuant to Permitted Sale Leaseback Transactionssuch Loan Party are at least arm’s length terms) shall be made in good faith on an arm’s length basis for fair value.

Dispositions of Property. Dispose of any of its owned Property (including, without limitation, including receivables) 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 (other than directors’ qualifying shares) to any Person, except: (a) (i) the Disposition of surplus, obsolete obsolete, damaged or worn out propertyProperty (including scrap and byproducts) in the ordinary course of business, vehicles Dispositions of Property no longer used or useful or economically practicable to maintain in the conduct of the business of the Borrower and other assets Restricted Subsidiaries in the ordinary course and Dispositions of Property necessary in order to comply with applicable Requirements of Law or licensure requirements (as determined by the Borrower in good faith), (ii) the sale of defaulted receivables in the ordinary course of business, (iii) abandonment, cancellation or disposition of any Intellectual Property in the ordinary course of business and (iv) sales, leases or other dispositions of inventory determined by the abandonment management of Intellectual Property the Borrower to be no longer useful or material to the business, necessary in the ordinary course operation of businessthe Business; (i) the sale of inventory, goods and/or services inventory or other Property in the ordinary course of business, (ii) the cross-licensing licensing, pooling, sublicensing or licensing of, or similar arrangements (including disposition of marketing rights) with respect to, Intellectual PropertyProperty in the ordinary course of business or otherwise consistent with past practice or not materially disadvantageous to the Lenders, and (iii) the contemporaneous exchange, in the ordinary course of business that does not constitute a disposition of all substantial rights in such Intellectual Property and (iii) the contemporaneous exchange business, of Property for Property of a like kind (other than as set forth in clause (ii))kind, to the extent that the Property received in such exchange is of a value substantially Fair Market Value equivalent to the value Fair Market Value of the Property exchanged (provided provided, that after giving effect to such exchange, the value Fair Market Value of the Property of the Borrower or any Subsidiary Guarantor Loan Party subject to perfected first priority Liens in favor of the Collateral Agent under the Security Documents is not materially reduced); (c) Dispositions permitted by Section 7.47.4 (other than Section 7.4(e)); (d) the sale or issuance of (i) any Restricted Subsidiary’s Capital Stock to any Loan Party; provided, that the sale or issuance of Capital Stock of an Unrestricted Subsidiary to the Borrower or any of its Restricted Subsidiaries is otherwise permitted by Section 7.7, (ii) the Capital Stock of any Non-Guarantor Subsidiary Guarantorthat is a Restricted Subsidiary to any other Non-Guarantor Subsidiary that is a Restricted Subsidiary or to Holdings and (iii) the Capital Stock of any Subsidiary that is an Unrestricted Subsidiary to any other Subsidiary that is an Unrestricted Subsidiary, in each case, including in connection with any tax restructuring activities not otherwise prohibited hereunder; (e) the any Disposition of other assets for fair market value after the Closing Dateassets; provided provided, that if (i) no Default or Event the total consideration of Default such Disposition is in excess of $20,000,000, it shall be in effect at the time of such Dispositionfor Fair Market Value, (ii) the Borrower shall be in pro forma compliance with the covenants in Section 7.1, (iii) at least 75% of the total consideration for any Disposition in excess of $50,000,000 received by the Borrower and its Restricted Subsidiaries is in respect the form of cash or Cash Equivalents, (iii) no Event of Default then exists or would result from such Disposition (except if such Disposition is made pursuant to an agreement entered into at a time when no Event of Default exists), and (iv) if ABL Facility First Priority Collateral constituting more than 10% of the Borrowing Base is included in the assets subject to such Disposition, the Borrower shall deliver to the Administrative Agent, within five Business Days after such Disposition, a pro forma calculation of the Borrowing Base as of the most recent date for which a calculation of the Borrowing Base shall have been delivered pursuant to Section 6.2(g) giving effect to such Disposition; provided, however, that for purposes of clause (ii) above, the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Obligations) that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents and (iv) the requirements of Section 2.12(b), to the extent applicableof the cash or Cash Equivalents received in the conversion) within 180 days following the closing of the applicable Disposition, are complied and (C) any Designated Non-cash Consideration received by the Borrower or any of its Restricted Subsidiaries in such Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (e) that is at that time outstanding, not to exceed the greater of (I) $75,000,000 and (II) 2.0% of Consolidated Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in connection therewithvalue); (f) (i) any Recovery Event and (ii) any event that would constitute a Recovery Event but for the Dispositions listed on Schedule 7.5(f)Dollar threshold set forth in the definition thereof; (g) any Recovery Event; provided that the requirements of Section 2.12(b) are complied with in connection therewith; (h) the leasing, licensing, occupying pursuant to occupancy agreements or sub-leasing of Property that would not materially interfere with the required use of such Property by the Borrower or its Restricted Subsidiaries; (h) the transfer for Fair Market Value of Property (including Capital Stock of Subsidiaries) to another Person in connection with a joint venture arrangement with respect to the transferred Property; provided, that such transfer is permitted under Section 7.7(h), (k), (v) or (y); (i) the sale or discount, in each case without recourse and in the ordinary course of business, of accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale or financing of receivables); (j) transfers of condemned property Property as a result of the exercise of “eminent domain” or other similar policies to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), and transfers of properties that have been subject to a casualty to the respective insurer of such property Property as part of an insurance settlement; (jk) the Disposition of any Immaterial Subsidiary or any Unrestricted Subsidiary; (l) the transfer of Property (including Capital Stock of Subsidiaries) of the Borrower or any Subsidiary Guarantor to any Restricted Subsidiary for Fair Market Value; (m) the transfer of Property (i) by the Borrower or any Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor Loan Party or (ii) from a Non-Guarantor Subsidiary to (A) any Loan Party; provided, that the Borrower or any Subsidiary Guarantor portion (if any) of such Disposition made for no more than fair market value Fair Market Value shall constitute an Investment and comply with Section 7.7 or (B) any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (k) Liens permitted by Section 7.3; (l) Restricted Payments permitted by Section 7.6; (m) Investments permitted by Section 7.7; (n) the sale or issuance of the Capital Stock of any Foreign Subsidiary to any other Foreign Subsidiary, including, without limitation, in connection with any tax restructuring activities not otherwise prohibited hereunder; (o) the Disposition of cash and Cash Equivalents (or the foreign equivalent of Cash Equivalents) in the ordinary course of business; (o) (i) Liens permitted by Section 7.3 (other than by reference to Section 7.5 or any clause thereof), (ii) Restricted Payments permitted by Section 7.6 (other than by reference to Section 7.5 or any clause thereof), (iii) Investments permitted by Section 7.7 (other than by reference to Section 7.5 or any clause thereof) and (iv) sale and leaseback transactions permitted by Section 7.10 (other than by reference to Section 7.5 or any clause thereof); (p) Dispositions of accounts receivable Investments in joint ventures and other non-wholly owned entities to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements, shareholder agreements and similar binding arrangements; (q) other Dispositions; provided, that at the time such Disposition is made, the Payment Conditions are satisfied; (r) the unwinding of Hedge Agreements permitted hereunder pursuant to their terms; (s) the Disposition of assets acquired pursuant to or in order to effectuate a Permitted Acquisition which assets are (i) obsolete or (ii) not used or useful to the core or principal business of the Borrower and the Restricted Subsidiaries; (t) Dispositions made on the Closing Date to consummate the Transactions or made from and after the Closing Date in connection with or as part of a Specified Transaction; (u) Dispositions involving the collection spin-off of a line of business so long as (i) after giving pro forma effect thereto, determined as of the last day of the fiscal quarter most recently then ended for which financial statements have been delivered pursuant to Section 6.1, the Consolidated Net Total Leverage Ratio of the Borrower and its Restricted Subsidiaries shall be no greater than 3.00 to 1.00, and (ii) no more than 7.0% of Consolidated EBITDA in the aggregate for all such Dispositions, determined as of the last day of the fiscal quarter most recently then ended for which financial statements have been delivered pursuant to Section 6.1, is disposed pursuant to this clause (u); (v) the Specified Dispositions; (w) the sale of services, or compromise thereof the termination of any other contracts, in each case in the ordinary course of business or in any situation of a work-out or financial distress, in each case, of the Person owing such accounts receivablebusiness; (qx) the unwinding of any Hedge Agreement permitted hereunder[reserved]; (ry) Dispositions of Receivables and Related Assets in connection with any Receivables Facility or in connection with factoring arrangements permitted under Section 7.2(t); (z) Dispositions of Property to the extent that (i)(A) such Property is exchanged for credit against the purchase price of similar replacement Property or (B) the proceeds of such Disposition are applied to the purchase price of such replacement Property and (ii) to the extent such Property constituted Collateral, such replacement Property constitutes Collateral as well; (aa) any Subsidiary may issue Capital Stock to qualified directors where required by applicable law Disposition of Property that represents a surrender or to satisfy other requirements waiver of applicable law with respect to ownership a contract right or settlement, surrender or release of Capital Stock in Foreign Subsidiariesa contract or tort claim; and (sbb) Dispositions of property Property between or among the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to Permitted Sale Leaseback Transactionsclauses (a) through (aa) above.

Dispositions of Property. Dispose of any of its owned Property (including, without limitation, receivables) 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 surplus, obsolete or worn out property, vehicles and other assets in the ordinary course of business and the abandonment of Intellectual Property no longer useful or material to the business, property in the ordinary course of business; (i) the sale of inventory, goods and/or services inventory in the ordinary course of business, (ii) the cross-licensing or licensing of Intellectual Property, in the ordinary course of business that does not constitute a disposition of all substantial rights in such Intellectual Property and (iii) the contemporaneous exchange exchange, in the ordinary course of business, of Property for Property of a like kind (other than as set forth in clause (ii)), to the extent that the Property received in such exchange is of a value substantially equivalent to the value of the Property exchanged (provided that after giving effect to such exchange, the value of the Property of the Borrower or any Subsidiary Guarantor subject to perfected first priority Liens in favor of the Collateral Administrative Agent under the Security Documents is not materially reduced); (c) Dispositions permitted by Section 7.4; (d) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower or any Subsidiary Guarantor; provided that the sale or issuance of Capital Stock of an Unrestricted Subsidiary to the Borrower or any Subsidiary Guarantor is otherwise permitted by Section 7.7; (e) the Disposition of other assets for having a fair market value after not to exceed 5% of consolidated total assets of the Closing Date; provided that (i) no Default or Event of Default shall be Parent, the Borrower and its Restricted Subsidiaries in effect the aggregate at the time of such Disposition, any Disposition made pursuant to this clause (ii) the Borrower shall be in pro forma compliance with the covenants in Section 7.1, (iii) at least 75% of the consideration received in respect of such Disposition shall be cash or Cash Equivalents and (iv) e); provided that the requirements of Section 2.12(b), to the extent applicable, are complied with in connection therewith; (f) the Dispositions listed on Schedule 7.5(f); (g) any Recovery Event; provided that the requirements of Section 2.12(b) are complied with in connection therewith; (hg) the leasing, occupancy agreements or sub-leasing of Property that would not materially interfere with the required use (if any) of such Property by the Borrower or its Restricted Subsidiaries; (h) the sale or discount, in each case without recourse and in the ordinary course of business, of overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with the Borrower’s commercially reasonable business judgment (and not as part of any bulk sale or financing of receivables); (i) transfers of condemned property as a result of the exercise of “eminent domain” or other similar policies to the respective Governmental Authority or agency that has condemned same (whether by deed in lieu of condemnation or otherwise), and transfers of properties that have been subject to a casualty to the respective insurer of such property as part of an insurance settlement; (j) the Disposition of any Immaterial Subsidiary or any Unrestricted Subsidiary or their respective assets; (k) the transfer of Property (i) by the Borrower or any Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor or (ii) from a Non-Guarantor Subsidiary to (A) the Borrower or any Subsidiary Guarantor for no more than fair market value or (B) any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; provided that any sale or issuance of Capital Stock of an Unrestricted Subsidiary to the Borrower or any Subsidiary Guarantor is otherwise permitted by Section 7.7; (kl) the Disposition of Cash Equivalents and Foreign Cash Equivalents in the ordinary course of business; (m) sale and leaseback transactions permitted by Section 7.10; (n) Liens permitted by Section 7.3; (lo) Restricted Payments permitted by Section 7.6; (mp) the cancellation of intercompany Indebtedness among the Borrower and the Subsidiary Guarantors; (q) Investments permitted by Section 7.7; (nr) the sale or issuance of the Capital Stock of (i) any Foreign Subsidiary that is a Restricted Subsidiary to any other Foreign Subsidiary that is a Restricted Subsidiary or (ii) any Foreign Subsidiary that is an Unrestricted Subsidiary to any other Foreign Subsidiary that is an Unrestricted Subsidiary, in each case, including, without limitation, in connection with any tax restructuring activities not otherwise prohibited hereunder;; and (os) the Disposition bulk sales or other dispositions of Cash Equivalents in the ordinary course inventory of business; (p) Dispositions of accounts receivable in connection with the collection or compromise thereof a Loan Party not in the ordinary course of business or in any situation of a work-out or financial distressconnection with Permitted Store Closings, in each case, of the Person owing such accounts receivable; (q) the unwinding of any Hedge Agreement permitted hereunder; (r) any Subsidiary may issue Capital Stock to qualified directors where required by applicable law or to satisfy other requirements of applicable law with respect to ownership of Capital Stock in Foreign Subsidiaries; and (s) Dispositions of property pursuant to Permitted Sale Leaseback Transactionsat arm’s length.

Dispositions of Property. Dispose of any of its owned Property (including, without limitation, including receivables) 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 (other than directors’ qualifying shares) to any Person, except: (a) (i) the Disposition of surplus, obsolete obsolete, damaged or worn out propertyProperty (including scrap and byproducts) in the ordinary course of business, vehicles Dispositions of Property no longer used or useful or economically practicable to maintain in the conduct of the business of the Borrower and other assets Restricted Subsidiaries in the ordinary course and Dispositions of Property necessary in order to comply with applicable Requirements of Law or licensure requirements (as determined by the Borrower in good faith), (ii) the sale of defaulted receivables in the ordinary course of business, (iii) abandonment, cancellation or disposition of any Intellectual Property in the ordinary course of business and (iv) sales, leases or other dispositions of inventory determined by the abandonment management of Intellectual Property the Borrower to be no longer useful or material to the business, necessary in the ordinary course operation of businessthe Business; (i) the sale of inventory, goods and/or services inventory or other Property in the ordinary course of business, (ii) the cross-licensing licensing, pooling, sublicensing or licensing of, or similar arrangements (including disposition of marketing rights) with respect to, Intellectual PropertyProperty in the ordinary course of business or otherwise consistent with past practice or not materially disadvantageous to the Lenders, and (iii) the contemporaneous exchange, in the ordinary course of business that does not constitute a disposition of all substantial rights in such Intellectual Property and (iii) the contemporaneous exchange business, of Property for Property of a like kind (other than as set forth in clause (ii))kind, to the extent that the Property received in such exchange is of a value substantially Fair Market Value equivalent to the value Fair Market Value of the Property exchanged (provided provided, that after giving effect to such exchange, the value Fair Market Value of the Property of the Borrower or any Subsidiary Guarantor Loan Party subject to perfected first priority Liens in favor of the Collateral Agent under the Security Documents is not materially reduced); (c) Dispositions permitted by Section 7.47.4 (other than Section 7.4(e)); (d) the sale or issuance of (i) any Restricted Subsidiary’s Capital Stock to any Loan Party; provided, that the sale or issuance of Capital Stock of an Unrestricted Subsidiary to the Borrower or any Subsidiary Guarantor; (e) the Disposition of other assets for fair market value after the Closing Date; provided that (i) no Default or Event of Default shall be in effect at the time of such Dispositionits Restricted Subsidiaries is otherwise permitted by Section 7.7, (ii) the Borrower Capital Stock of any Non-Guarantor Subsidiary that is a Restricted Subsidiary to any other Non-Guarantor Subsidiary that is a Restricted Subsidiary or to Holdings and (iii) the Capital Stock of any Subsidiary that is an Unrestricted Subsidiary to any other Subsidiary that is an Unrestricted Subsidiary, in each case, including in connection with any tax restructuring activities not otherwise prohibited hereunder; #93138577v21 US-DOCS\115367111.15 LEGAL_US_E # 147442669.29 (e) any Disposition of assets; provided, that if (i) the total consideration ofvalue of the assets subject to such Disposition is in excess of $20,000,0005,000,000, it shall be in pro forma compliance with the covenants in Section 7.1for Fair Market Value, (iiiii) at least 75% of the total consideration for any Disposition in excess of $50,000,000 received by the Borrower and its Restricted Subsidiaries is in respect the form of such Disposition shall be cash or Cash Equivalents Equivalents, (iii) no Event of Default then exists or would result from such Disposition (except if such Disposition is made pursuant to an agreement entered into at a time when no Event of Default exists), and (iv) the requirements of Section 2.12(b), to the extent applicable, are complied with in connection therewith; provided, however, that for purposes of clause (ii) above, the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Obligations) that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received in the conversion) within 180 days following the closing of the applicable Disposition, and (C) any Designated Non-cash Consideration received by the Borrower or any of its Restricted Subsidiaries in such Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (e) that is at that time outstanding, not to exceed the greater of (I) $75,000,000 and (II) 2.0% of Consolidated Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (f) the Dispositions listed on Schedule 7.5(f); (gi) any Recovery Event; provided provided, that the requirements of Section 2.12(b) are complied with in connection therewiththerewith and (ii) any event that would constitute a Recovery Event but for the Dollar threshold set forth in the definition thereof; (hg) the leasing, licensing, occupying pursuant to occupancy agreements or sub-leasing of Property that would not materially interfere with the required use of such Property by the Borrower or its Restricted Subsidiaries; (h) the transfer for Fair Market Value of Property (including Capital Stock of Subsidiaries) to another Person in connection with a joint venture arrangement with respect to the transferred Property; provided, that such transfer is permitted under Section 7.7(h), (k), or (v) or (y); (i) the sale or discount, in each case without recourse and in the ordinary course of business, of accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale or financing of receivables); (j) transfers of condemned property Property as a result of the exercise of “eminent domain” or other similar policies to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), and transfers of #93138577v21 US-DOCS\115367111.15 LEGAL_US_E # 147442669.29 properties that have been subject to a casualty to the respective insurer of such property Property as part of an insurance settlement; (jk) the Disposition of any Immaterial Subsidiary or any Unrestricted Subsidiary; (l) the transfer of Property (including Capital Stock of Subsidiaries) of the Borrower or any Subsidiary Guarantor to any Restricted Subsidiary for Fair Market Value[reserved]; (m) the transfer of Property (i) by the Borrower or any Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor Loan Party or (ii) from a Non-Guarantor Subsidiary to (A) any Loan Party; provided, that the Borrower or any Subsidiary Guarantor portion (if any) of such Disposition made for no more than fair market value Fair Market Value shall constitute an Investment and comply with Section 7.7 or (B) any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (k) Liens permitted by Section 7.3; (l) Restricted Payments permitted by Section 7.6; (m) Investments permitted by Section 7.7; (n) the sale or issuance of the Capital Stock of any Foreign Subsidiary to any other Foreign Subsidiary, including, without limitation, in connection with any tax restructuring activities not otherwise prohibited hereunder; (o) the Disposition of cash and Cash Equivalents (or the foreign equivalent of Cash Equivalents) in the ordinary course of business; (o) (i) Liens permitted by Section 7.3 (other than by reference to Section 7.5 or any clause thereof), (ii) Restricted Payments permitted by Section 7.6 (other than by reference to Section 7.5 or any clause thereof), (iii) Investments permitted by Section 7.7 (other than by reference to Section 7.5 or any clause thereof) and (iv) sale and leaseback transactions permitted by Section 7.10 (other than by reference to Section 7.5 or any clause thereof); (p) Dispositions of accounts receivable Investments in joint ventures and other non-wholly owned entities to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements, shareholder agreements and similar binding arrangements; provided that the requirements of Section 2.12(b), to the extent applicable, are complied with in connection with the collection or compromise thereof in the ordinary course of business or in any situation of a work-out or financial distress, in each case, of the Person owing such accounts receivabletherewith; (q) the unwinding of any Hedge Agreement permitted hereunder[reserved]; (r) any Subsidiary may issue Capital Stock the unwinding of Hedge Agreements permitted hereunder pursuant to qualified directors where required by applicable law or to satisfy other requirements of applicable law with respect to ownership of Capital Stock in Foreign Subsidiaries; andtheir terms; (s) Dispositions the Disposition of property assets acquired pursuant to or in order to effectuate a Permitted Sale Leaseback Transactions.Acquisition which assets are (i) obsolete or (ii) not used or useful to the core or principal business of the Borrower and the Restricted Subsidiaries; (t) Dispositions made on the Closing Date to consummate the Transactions or made from and after the Closing Date in connection with or as part of a Specified Transaction; (u) [reserved]; (v) [reserved];