Common use of Dispositions Clause in Contracts

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Disposition; (d) Dispositions of property by any Subsidiary to a Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must be to another Loan Party; (e) Dispositions permitted by Section 7.04; (f) Dispositions of Subsidiaries of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefrom; (g) Dispositions of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition not otherwise permitted under this Section 7.05 so long as (i) no Event of Default has occurred and is continuing immediately before and after giving effect to such Disposition and (ii) the book value of the assets so Disposed of as permitted by this Section 7.05(h) shall not, in the aggregate, exceed fifteen percent (15%) of the total assets of the Company and its Subsidiaries; provided, however, that any Disposition pursuant to clauses (a) through (h) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course Ordinary Course of businessBusiness; (b) Dispositions of funeral merchandise, cemetery property, mausoleum spaces and related merchandise and other inventory in the ordinary course Ordinary Course of businessBusiness; (c) Dispositions of equipment or real property so long as there exists no Default both before and after giving effect to the extent that (i) any such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Disposition; (d) transaction, Dispositions of property by any Subsidiary to a the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor; (d) Dispositions of assets (other than real property) in which a definitive agreement to another Loan Partyutilize the Net Cash Proceeds thereof (if any) has been executed within 180 days of such Disposition to purchase assets useful in the business of the Borrower and its Subsidiaries, provided that if a definitive agreement to utilize such Net Cash Proceeds is not executed within such 180 days to purchase assets useful in the business of the Borrower and its Subsidiaries, and such acquisition agreement is not closed within 90 days thereafter, then such Net Cash Proceeds shall be applied in accordance with Section 2.05(b)(i) (if applicable); (e) Dispositions permitted of real property, provided that the EBITDA generated by Section 7.04;the remaining real property and related operations in respect thereof as of the most recent Measurement Period preceding such Disposition is greater than or equal to 50% of the Field Level EBITDA for such Measurement Period; and (f) Dispositions in the Ordinary Course of Subsidiaries Business of Investments of the Companytype described in clauses (a), or (b), (f), (h), (i) and (j) of assets or lines of businesses comprising campus locationsSection 7.02, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as there exists no Default has occurred and is continuing or would result therefrom; (g) Dispositions of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition not otherwise permitted under this Section 7.05 so long as (i) no Event of Default has occurred and is continuing immediately before and after giving effect to any such Disposition and (ii) the book value of the assets so Disposed of as permitted by this Section 7.05(h) shall not, in the aggregate, exceed fifteen percent (15%) of the total assets of the Company and its Subsidiaries; transaction. provided, however, that (i) any Disposition pursuant to clauses (ab), (d), (e) through and (hf) shall be for fair market valueFair Market Value and (ii) and at least 75% of the total consideration therefor shall be in the form of cash or Liquid Investments and shall be received at or prior to the time of such Disposition, provided, further, that for purposes of clause (ii) above, the following shall be deemed to be cash: (A) (1) any liabilities (as shown on the most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower (other than contingent liabilities and liabilities that are by their terms subordinated to the Obligations) or (2) any Guarantees of Debt of Persons other than the Borrower, in each case that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower or a Subsidiary shall have been validly released by all applicable creditors in writing, (B) any securities, notes or other obligations received by the Borrower or a Subsidiary from such transferee that are converted by the Borrower or such Subsidiary into cash or Liquid Investments within 240 days following the receipt thereof and (C) any Designated Non-Cash Consideration received by the Borrower or a Subsidiary in such Disposition having an aggregate Fair Market Value as of the date of receipt thereof, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 7.05 that is at that time outstanding, not to exceed $10,000,000.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of businessPermitted Transfers; (b) Dispositions of inventory machinery and equipment no longer used or useful in the conduct of business of the Borrower and its Subsidiaries that are Disposed of in the ordinary course of business; (c) Dispositions of equipment the Equity Interests of Foreign Subsidiaries directly owned by the Loan Parties to Silicon Laboratories International Pte. Ltd. or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Dispositionits Subsidiaries; (d) Dispositions consisting of property Investments in joint ventures permitted by any Subsidiary to a Borrower or to a wholly-owned SubsidiarySection 8.02; provided that if the transferor of such property is a Guarantor, the transferee thereof must be to another Loan Party;and (e) other Dispositions permitted by Section 7.04; (f) Dispositions of Subsidiaries of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefrom; (g) Dispositions of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition not otherwise permitted under this Section 7.05 so long as (i) no Event at least 75% of Default has occurred the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation of the transaction and shall be in an amount not less than the fair market value of the property disposed of (other than any single Disposition or series of related Dispositions to the extent the fair market value of the assets subject to such Disposition is continuing immediately before less than $25,000,000) , (ii) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited by the terms of Section 8.15, (iii) such transaction does not involve the sale or other disposition of a minority equity interest in any Subsidiary, (iv) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other property concurrently being disposed of in a transaction otherwise permitted under this Section 8.05, and (v) the aggregate book value of all of the assets sold or otherwise disposed of by the Loan Parties and their Subsidiaries in all such transactions shall not exceed (x) in any fiscal year of the Borrower, 10% of Consolidated Total Assets (as determined as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered); provided that, the Borrower, at its election, may increase such 10% basket to 20% of Consolidated Total Assets for any one fiscal year; provided further, during such fiscal year, with respect to any Disposition of assets that account for more than 10% of Consolidated EBITDA, the Borrower shall demonstrate compliance with the financial covenants set forth in Section 8.11 on a Pro Forma Basis after giving effect to any such Disposition and (iiy) during the book value term of this Agreement, 40% of Consolidated Total Assets (as determined as of the assets so Disposed of as permitted by this Section 7.05(h) shall not, in the aggregate, exceed fifteen percent (15%) last day of the total assets of the Company and its Subsidiaries; provided, however, that any Disposition pursuant to clauses (a) through (h) shall be most recently ended fiscal quarter for fair market valuewhich financial statements have been delivered).

Dispositions. Make Dispose of any Disposition property or enter into any agreement to make any Dispositionassets, exceptother than: (a) Dispositions of worn-out, obsolete or worn out propertysurplus equipment and property no longer used or useful in the business of the Borrower and its Subsidiaries, whether now owned or hereafter acquired, in each case in the ordinary course of business; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such DispositionPermitted Investments; (d) Dispositions of property by any Subsidiary to a between and among the Borrower or to a wholly-owned Subsidiaryand the Subsidiaries; provided that if the transferor of in such property a transaction is a GuarantorLoan Party, then either (x) the transferee thereof must be to another a Loan PartyParty or (y) such Disposition shall be made in compliance with Sections 6.04 and 6.09; (e) Dispositions permitted by Section 7.04sale leaseback transactions with respect to property having an aggregate fair market value not to exceed $10,000,000; (f) Dispositions not otherwise permitted hereunder; provided that (i) at the time of Subsidiaries of the Companysuch Disposition, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has or Event of Default shall have occurred and is be continuing or would result therefrom;from such Disposition, (ii) not less than seventy-five percent (75%) of the aggregate sale price from such disposition shall be paid in cash and/or the assumption of Indebtedness (other than any Indebtedness that is subordinated in right of payment to the Obligations or the prepayment of which is otherwise subject to limitation hereunder), and (iii) the aggregate fair market value of all assets Disposed of pursuant to this clause (f) shall not exceed (A) $10,000,000 in any fiscal year or (B) $30,000,000 in the aggregate; and (g) any Disposition (or series of related Dispositions) of property and assets with a fair market value not in excess of $100,000. provided that all such Dispositions of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable (other than those permitted by this Section 7.05(gclauses (b) and (d) above) shall not, in be made for at least the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition not otherwise permitted under this Section 7.05 so long as (i) no Event of Default has occurred and is continuing immediately before and after giving effect to such Disposition and (ii) the book fair market value of the assets so Disposed of as permitted by this Section 7.05(h) shall not, in the aggregate, exceed fifteen percent (15%) of the total assets of the Company and its Subsidiaries; provided, however, that any Disposition pursuant or property subject to clauses (a) through (h) shall be for fair market valuesuch Disposition.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Dispositionproperty; (d) Dispositions of property by any Subsidiary to a the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be to another Loan Partythe Borrower or a Guarantor; (e) Dispositions permitted by Section 7.047.04(a), Section 7.04(b) or Section 7.04(c); (f) Dispositions of Subsidiaries of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred accounts receivable (and is continuing or would result therefrom;related supporting obligations and books and records) subject to any Permitted Securitization Facility; and (g) Dispositions of Eligible Student Accounts Receivablenot otherwise permitted by this Section 7.05; provided, howeverthat (i) at the time of such Disposition, that no Default shall exist or would result from such Disposition, (ii) the gross aggregate book value of all Dispositions property Disposed of Eligible Student Accounts Receivable permitted by in reliance on this clause (g) in any 12 month period shall not exceed 20% of Consolidated Tangible Assets (calculated as of the most recent date for which financial statements have been furnished pursuant to Section 7.05(g6.01(a) shall notor (b) or, if no such financial statements have been delivered, as calculated in the aggregateAudited Financial Statements), exceed $50,000,000 in any fiscal year; and (h) any other Disposition not otherwise permitted under this Section 7.05 so long as (i) no Event of Default has occurred and is continuing immediately before and after giving effect to such Disposition and (iiiii) the book value of the assets so Disposed of as permitted by this Section 7.05(h) shall not, in the aggregate, exceed fifteen percent (15%) of the total assets of the Company and its Subsidiaries; provided, however, that any Disposition pursuant to clauses this clause (a) through (hg) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, or of property of an immaterial value, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Dispositionproperty; (d) Dispositions of property by any Subsidiary to a the Borrower or to a wholly-owned (other than with respect to directors’ qualifying shares of Foreign Subsidiaries held pursuant to a requirement of applicable Law) Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be to another Loan Partythe Borrower or a Guarantor; (e) Dispositions permitted by Section 7.04; (f) Dispositions in the form of Subsidiaries non-exclusive licenses of IP Rights in the Company, or ordinary course of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are business and substantially consistent with past practice for terms not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefromexceeding five (5) years; (g) Dispositions of Eligible Student Accounts ReceivableGovernment Contracts that are required by law or by any Government Authority or government agency to be sold as a result of an organizational conflict of interest; (h) Dispositions of Cash Equivalents; (i) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) immediately after giving effect to such Disposition, the Borrower and its Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Section 7.12, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such Disposition had occurred as of the first day of the fiscal period covered thereby, (ii) at least 80% of the aggregate consideration paid in connection with all Dispositions in any fiscal year shall be cash or Cash Equivalents paid contemporaneously with consummation of such Dispositions (provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by limitation set forth in this Section 7.05(gsubsection (ii) shall not, in not apply to any Disposition for which the aggregate, consideration paid does not exceed $50,000,000 in any fiscal year15,000,000), and (iii) no Default shall exist or would result from such Disposition; and (hj) Dispositions by any other Disposition Loan Party of any Subsidiary that is not otherwise permitted under this Section 7.05 so long as (i) a Loan Party; provided that immediately before and immediately after giving pro forma effect to such Disposition, no Default or Event of Default has shall have occurred and is continuing immediately before and after giving effect to such Disposition and (ii) the book value be continuing, or be caused thereby, under any of the assets so Disposed of as permitted by this Section 7.05(h) shall not, in the aggregate, exceed fifteen percent (15%) of the total assets of the Company and its SubsidiariesLoan Documents; provided, however, that any Disposition pursuant to clauses (a) through (hi) shall be for fair market value.

Dispositions. Make No Borrower and no other Loan Party and no Subsidiary of a Borrower or of another Loan Party (excluding, in each case, any Designated Real Estate Subsidiary) shall make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;, (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such similar replacement property within 180 days property, (c) the sale of such Disposition;residual ownership rights in vehicles and equipment upon the termination of operating leases, (d) Dispositions of property by any Subsidiary to a Borrower or to a wholly-owned Subsidiarynot otherwise prohibited under this Section 6.05; provided that if the transferor of such property is a Guarantor, the transferee thereof must be to another Loan Party; (e) Dispositions permitted by Section 7.04; (f) Dispositions of Subsidiaries of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefrom; (g) Dispositions of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition not otherwise permitted under this Section 7.05 so long as (i) no Default or Event of Default has occurred and is continuing immediately before at the time of such Disposition, (ii) no Default, Event of Default or Material Adverse Change would result from such Disposition, and after giving effect to (iii) the aggregate book value of all property disposed of in reliance of this subsection in any Fiscal Year shall not exceed Five Hundred Thousand Dollars ($500,000.00); and (e) Sale and Leaseback Transactions; provided that (i) no Default or Event of Default has occurred and is continuing at the time of such Disposition Sale and Leaseback Transaction and (ii) no Default, Event of Default or Material Adverse Change would result from such Sale and Leaseback Transaction. Notwithstanding the book value of the assets so Disposed of as permitted by this Section 7.05(h) shall notforegoing, in the aggregate, exceed fifteen percent (15%) of the total assets of the Company and its Subsidiaries; provided, however, that no event shall any Loan Party make any Disposition pursuant which results in or facilitates in any manner any Material Intellectual Property owned by such Loan Party being transferred by such Loan Party to clauses (a) through (h) shall be for fair market valueany non-Loan Party.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds Net Cash Proceeds of such Disposition either (A) are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Dispositionproperty; or (B) are applied to prepay the Loans, in each case pursuant to Section 2.05(b)(ii); (d) Dispositions of property by any Subsidiary to a the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must be to another Loan Party; (e) Dispositions expressly permitted by Section 7.04; (f) Dispositions non-exclusive licenses of Subsidiaries IP Rights in the ordinary course of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth business in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred connection with Franchise Agreements and is continuing or would result therefromsubstantially consistent with past practice; (g) other Dispositions of Eligible Student Accounts Receivableassets in arms-length transactions so long as the aggregate proceeds from assets Disposed of pursuant to this clause (g) during the term of this Agreement does not exceed $5,000,000; provided, however, that should any Disposition cause the gross book value aggregate proceeds from all assets Disposed of all pursuant to this clause (g) to exceed $2,000,000, then such Disposition (and any subsequent Disposition thereafter made pursuant to this clause (g)) shall be permitted only to the extent that the Consolidated Total Lease Adjusted Leverage Ratio as set forth in the most recent Compliance Certificate received prior to such Disposition by the Administrative Agent pursuant to Section 6.02(a) is less than 4.00 to 1.00; (h) the sale or issuance of (i) any Subsidiary’s Equity Interests to the Borrower or any Guarantor or (ii) any Minority Interest; (i) the leasing or sub-leasing of real property or entering into occupancy agreements with respect thereto, in each case, that would not materially interfere with the required use of such real property by the Borrower or its Subsidiaries and is in the ordinary course of business at arm’s length and on market terms; (j) Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, exceed $50,000,000 in any fiscal yearrestaurants or other assets acquired pursuant to Permitted Acquisitions that have not been rebranded as “Noodles & Company” restaurant; and (hk) any transfer of assets of any Loan Party to any Person other Disposition not otherwise permitted under this Section 7.05 so long than a Loan Party in exchange for assets of such Person as part or all of the purchase price in a Permitted Acquisition; provided, that (i) no Event of Default has occurred and such exchange is continuing immediately before and after giving effect to such Disposition and consummated on an arm’s length basis for fair consideration, (ii) to the book value extent applicable, the Borrower complies with Section 2.05(b)(ii) if any Net Cash Proceeds received from such exchange are not credited to the purchase price of such Permitted Acquisition and (iii) the assets so Disposed of as permitted by this provisions relating to a Permitted Acquisition shall otherwise have been complied with, including with respect to Section 7.05(h) shall not, in the aggregate, exceed fifteen percent (15%) of the total assets of the Company and its Subsidiaries6.12 hereof; provided, however, that any Disposition pursuant to clauses (aSection 7.05(a) through (hSection 7.05(k) shall be for fair market value.

Dispositions. Make Dispose of, or permit any Disposition or enter into Subsidiary of the Lead Borrower to Dispose of, any agreement to make any Dispositionassets, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions sales and leases of inventory in the ordinary course of its business; (b) in a transaction permitted by Section 6.04; (c) Dispositions of equipment assets by the Lead Borrower and its Subsidiaries to any Subsidiary of the Lead Borrower or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such DispositionLead Borrower; (d) Dispositions of property by assets for cash and/or promissory notes in an aggregate amount not to exceed the greater of (x) 2.50% of Consolidated Total Assets and (y) $150,000,000 in any Subsidiary to a Borrower or to a wholly-owned SubsidiaryFiscal Year; provided that if the transferor (i) at least 75% of such property is a Guarantorproceeds consist of cash, the transferee thereof must (ii) such Dispositions are for fair market value (other than minority interests in Subsidiaries) and (iii) no Default shall have occurred and be to another Loan Partycontinuing or would result from such Dispositions; (e) Dispositions permitted by Section 7.04of obsolete assets or other assets no longer used or useful in the conduct of such Person’s business; (f) Dispositions consisting of the licensing of intangible assets in the ordinary course between Subsidiaries of the Company, Lead Borrower or between the Lead Borrower and any of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefromits Subsidiaries; (g) Dispositions sales of Eligible Student Accounts Receivable; provided, however, Receivables Assets to a Receivables Subsidiary or a Person that is not a Subsidiary of the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, Lead Borrower in the aggregate, exceed $50,000,000 in connection with any fiscal yearReceivables Facility; and (h) any other Disposition not otherwise in addition to Dispositions permitted under this Section 7.05 so long as 6.05 (i) no Event the other exceptions not limiting the ability of Default has occurred and is continuing immediately before and after giving effect Dispositions to such Disposition and (ii) be made under this subsection), Dispositions by the book value of the assets so Disposed of as permitted by this Section 7.05(h) shall not, in the aggregate, exceed fifteen percent (15%) of the total assets of the Company Lead Borrower and its Subsidiaries; provided, however, that Subsidiaries in an amount not to exceed $75,000,000 in any Disposition pursuant to clauses (a) through (h) shall be for fair market valueFiscal Year.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Dispositionproperty; (d) Dispositions of property by any Subsidiary to a Borrower the Borrowers or to a any wholly-owned SubsidiarySubsidiary thereof; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be to another Loan Partya Borrower or a Guarantor; (e) Dispositions permitted by Section 7.047.04(a) – (d); (f) Dispositions of by the Borrowers and their Subsidiaries of any property (whether in one transaction or in several related transactions), the Company, or aggregate fair market value of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and which is continuing or would result therefrom;less than $30,000,000; and (g) Dispositions of Eligible Student Accounts Receivable; provided, however, that in which the gross book fair market value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(gthe assets subject to such Disposition exceeds $30,000,000, if and to the extent the Principal Borrower shall have delivered to the Administrative Agent at least two (2) shall notBusiness Days prior to such Disposition a Pro Forma Compliance Certificate demonstrating that, in the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition not otherwise permitted under this Section 7.05 so long as (i) no Event of Default has occurred and is continuing immediately before and after upon giving effect to such Disposition and (ii) Disposition, on a pro forma basis, the book value Borrowers shall be in compliance with all of the assets so Disposed of as permitted by this covenants contained in Section 7.05(h) shall not, in the aggregate, exceed fifteen percent (15%) of the total assets of the Company and its Subsidiaries7.11; provided, however, that any Disposition pursuant to clauses (a) through (hg) above shall be for fair market value.

Dispositions. Make The Company will not, and will not permit any Subsidiary to, make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete obsolete, out-moded or worn worn-out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory and cash equivalents in the ordinary course of business; (c) Dispositions of equipment property by any Subsidiary to the Company or real property to any other Subsidiary; provided that any such Disposition by a Subsidiary Guarantor shall only be permitted pursuant to this Section 10.7(c) to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied made to the purchase price of such replacement property within 180 days of such Dispositionanother Subsidiary Guarantor; (d) Dispositions of property by any Subsidiary Receivables pursuant to a Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must be to another Loan PartyReceivables Transactions permitted under subsection 10.6(a); (e) Dispositions permitted by Section 7.04the nonexclusive license of intellectual property of the Company or any of its Subsidiaries to third parties in the ordinary course of business; (f) without limitation to clause (a), the Company and its Subsidiaries may sell or exchange specific items of machinery or equipment, so long as the proceeds of each such sale or exchange are used (or contractually committed to be used) to acquire (and result within one year of such sale or exchange in the acquisition of) replacement items of machinery or equipment of reasonably equivalent Fair Market Value; and (g) other Dispositions of Subsidiaries where: (i) in the good faith opinion of the Company, or of assets or lines of businesses comprising campus locations, including those as the Disposition is an exchange for consideration having a Fair Market Value at least equal to that of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred property Disposed of and is continuing in the best interest of the Company or would result therefromthe applicable Subsidiary, as the case may be; (gii) Dispositions of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition not otherwise permitted under this Section 7.05 so long as (i) no Event of Default has occurred and is continuing immediately before and after giving effect to such Disposition, no Event of Default would exist; and (iii) immediately after giving effect to such Disposition, the Disposition and (ii) Value of all property that was the book value of the assets so Disposed of as permitted by this Section 7.05(h) shall not, subject thereof in the aggregate, exceed fifteen percent (15%) of the total assets any four fiscal quarter period of the Company and its Subsidiariesplus the Fair Market Value of any other property Disposed of during such four quarter period does not equal or exceed 20% of Consolidated Total Assets as of the last day of the then most recently ended fiscal quarter of the Company; provided, however, provided that any Disposition pursuant to clauses for purposes of clause (ag)(iii) through (h) above there shall be for fair market valueexcluded from any determination of the Fair Market Value or consideration receivable of property or assets disposed of in a Disposition if and to the extent that an amount equal to the net proceeds realized upon such Disposition are within 90 days after the consummation of such Disposition, applied by the Company to prepay or repay Indebtedness that ranks at least pari passu with the Notes or the Subsidiary Guarantees (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate of the Company) so long as in connection with any such payment or prepayment of such Indebtedness, the Company shall, on or before the date of such payment or prepayment, prepay a Pro Rata Portion of each Note then outstanding as provided in Section 8.8.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions in which (i) at least 75% of obsolete the consideration paid in connection therewith shall be cash or worn out propertyCash Equivalents paid within 365 days of the consummation of the transaction and shall be in an amount not less than the fair market value of the property disposed of, whether now (ii) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited by the terms of Section 8.14, (iii) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or hereafter acquiredattributable to other property concurrently being disposed of in a transaction otherwise permitted under this Section 8.05(a), and (iv) the aggregate net book value of all of the assets sold or otherwise disposed of by the Borrower and its Subsidiaries in all such transactions permitted under this Section 8.05(a) and Section 8.05(c) occurring on and after the ordinary course Initial Funding Date shall not exceed 15% of businessConsolidated Tangible Assets (determined on the date of consummation of any such Disposition by reference to the amount of Consolidated Tangible Assets existing as of the last day of the most recent fiscal year of the Borrower ended on or prior to such date for which the Borrower has delivered financial statements pursuant to Section 7.01(a)); (b) Dispositions transfers of inventory property subject to Recovery Events in the ordinary course of businessconnection with any settlement related thereto; (c) Dispositions of equipment or real property to the extent that other Dispositions; provided, that, (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Disposition; (d) Dispositions of property by any Subsidiary to a Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must be to another Loan Party; (e) Dispositions permitted by Section 7.04; (f) Dispositions of Subsidiaries of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefrom; (g) Dispositions of Eligible Student Accounts Receivable; provided, however, that the gross aggregate net book value of all Dispositions of Eligible Student Accounts Receivable permitted the assets sold or otherwise disposed of by this Section 7.05(g) shall not, the Borrower and its Subsidiaries in the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition not otherwise all such transactions permitted under this Section 7.05 so long as (i8.05(c) no Event of Default has occurred and is continuing immediately before occurring on and after giving effect to such Disposition the Initial Funding Date shall not exceed $25,000,000 and (ii) the aggregate net book value of all of the assets so Disposed sold or otherwise disposed of as by the Borrower and its Subsidiaries in all such transactions permitted by under this Section 7.05(h8.05(c) and Section 8.05(a) on and after the Initial Funding Date shall not, in not exceed 15% of Consolidated Tangible Assets (determined on the aggregate, exceed fifteen percent (15%) date of consummation of any such Disposition by reference to the amount of Consolidated Tangible Assets existing as of the total assets last day of the Company and its Subsidiaries; provided, however, that any Disposition most recent fiscal year of the Borrower ended on or prior to such date for which the Borrower has delivered financial statements pursuant to clauses Section 7.01(a)); and (ad) through (h) shall be for fair market valueto the extent constituting a Disposition, Investments permitted pursuant to Section 8.02.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Dispositionproperty; (d) Dispositions of property by any Subsidiary to a the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be to another Loan Partythe Borrower or a Guarantor; (e) Dispositions permitted by Section 7.04; (f) Dispositions non-exclusive licenses of Subsidiaries IP Rights in the ordinary course of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are business and substantially consistent with past practice for terms not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefromexceeding five years; (g) Dispositions of Eligible Student Accounts Receivable; provided, however, that by the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition Borrower and its Subsidiaries not otherwise permitted under this Section 7.05 so long as 7.05; provided that (i) at the time of such Disposition, no Event of Default has occurred and is continuing immediately before and after giving effect to shall exist or would result from such Disposition and (ii) the aggregate book value of the assets so all property Disposed of as permitted by in reliance on this Section 7.05(hclause (g) in any fiscal year shall not, in the aggregate, not exceed fifteen percent $500,000; (15%h) Disposition of the total assets Capital Stock of any Excluded Subsidiary; and (i) Disposition by the Company Borrower of accounts receivable from Cross Japan, Cross Asia Pacific and its Subsidiaries; Cross UK as account debtors to Cross Bermuda provided that such accounts receivable are sold at par or at a discount of no more than 5%. provided, however, that any Disposition pursuant to clauses (a) through (hi) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or obsolete, worn out or surplus property, whether now owned or hereafter acquired, in the ordinary course of businessbusiness and Dispositions of property no longer used or useful in the conduct of the business of the Borrower and its Subsidiaries, in each case to the extent constituting immaterial property; (b) Dispositions in the ordinary course of business of Cash Equivalents; (c) sales of inventory in the ordinary course of business; (cd) Dispositions (other than of material Intellectual Property or of assets relating to metreleptin) for fair market value; provided that (i) the aggregate amount of Dispositions during any fiscal year does not exceed $250,000, (ii) immediately prior to and immediately after giving effect to such Disposition, no Default or Event of Default shall have occurred and be continuing or would result therefrom and (iii) no less than one hundred percent (100%) of the consideration received for any such Disposition is received in cash; (e) the leasing, as lessor, of real or personal property not presently used or useful in such Person’s business and is otherwise in the ordinary course of business; (f) Dispositions of equipment or real property other assets, to the extent that (i) such property equipment is exchanged for credit against the purchase price of similar replacement property equipment or (ii) assets or the proceeds of such Disposition Dispositions are reasonably promptly applied to the purchase price of such similar replacement property within 180 days equipment, all in the ordinary course of such Disposition; (d) Dispositions of property by any Subsidiary to a Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must be to another Loan Party; (e) Dispositions permitted by Section 7.04; (f) Dispositions of Subsidiaries of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefrombusiness; (g) Dispositions constituting an Intellectual Property that is not material to the conduct of Eligible Student Accounts Receivable; provided, however, that the gross book value business of all the Borrower and its Subsidiaries; (h) Dispositions of Eligible Student Accounts Receivable otherwise permitted by this Section 7.05(g) shall notSections 7.01, in the aggregate, exceed $50,000,000 in 7.02 or 7.03 and Dispositions from any fiscal yearSubsidiary that is not a Loan Party to any other Subsidiary that is not a Loan Party; and (hi) any other Disposition not otherwise permitted under this Section 7.05 so long as Permitted Licensing Transaction; provided that (i) no Event of Default has occurred and is continuing immediately before and after giving effect to such Disposition and (iiA) the book value aggregate Net Cash Proceeds received shall be no less than the amount specified in Schedule 1.01, of which the first $15,000,000 shall be retained by the Borrower of which up to $12,000,000 of such retained proceeds shall be used in accordance with the Certain Proceeds Reinvestment Budget and the balance of such $15,000,000 used in accordance with the Budget and the remaining Net Cash Proceeds applied in accordance with the application requirement specified on Schedule 1.01; provided, that in no event shall any of the assets so Disposed proceeds retained by the Borrower be used to fund litigation, investigation or affirmative claims of any kind against the holders of the Convertible Notes or any Lender, including challenging the validity or enforceability of the Loans or the Liens Securing same or the Convertible Notes; provided, further, that if Novelion or any of its Subsidiaries (other than Borrower or any of its Subsidiaries) initiates litigation, investigations, proceedings or any other affirmative claims against, or threatens in writing to initiate litigation, investigations, proceedings or bring any affirmative claims against, any Lender in connection with this Agreement, any Loan Document or the Loans or the holders of the Convertible Notes in connection with the Convertible Notes, including, challenging the validity or enforceability of the Convertible Notes or the Loans or the Liens securing same, or otherwise breaches the terms of the Novelion Subordination Agreement, then all of such Net Cash Proceeds in excess of $15,000,000 shall be applied to the New Money Loans (it being understood and agreed that any action taken by Novelion in defense of any Subordinated Obligations (as permitted by defined in the Novelion Subordination Agreement) or otherwise in pursuit of its rights and claims in accordance with the Novelion Subordination Agreement, is excluded from the scope of this Section 7.05(h) shall notproviso clause). provided that, in the aggregatecase of Dispositions under Section 7.05(i), exceed fifteen percent (15%) the Borrower shall provide prior written notice to the Lenders of any such Disposition, and provided further that the total assets proceeds of the Company and its Subsidiaries; provided, however, that any Disposition pursuant to clauses (a) through (h) other Dispositions permitted hereunder shall be for fair market valueapplied in accordance with the requirements of Section 2.02(b)(i) to the extent required under such section.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of (i) obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of businessbusiness or (ii) property which the Borrower in good faith determines is no longer used or useful in the conduct of the business of the Borrower and its Subsidiaries; (b) Dispositions of inventory and immaterial assets in the ordinary course of business;. (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly are, within 365 days after such Disposition, applied to the purchase price of such replacement property within 180 days of such Dispositionproperty; (d) Dispositions of property by (x) the Borrower to any Guarantor and (y) any Subsidiary to a the Borrower or to a wholly-wholly owned Subsidiary; provided that for Dispositions described in clause (y) above, if the transferor of such property is a Guarantor, (i) the transferee thereof must either be the Borrower or a Guarantor and (ii) to another Loan Partythe extent such transaction constitutes an Investment, such transaction is permitted under Section 7.03; (e) (i) Dispositions permitted by Sections 7.04 or 7.06 and (ii) the grant of any Lien permitted by Section 7.047.01; (f) (i) Dispositions of Subsidiaries cash or Cash Equivalents and (ii) Dispositions of accounts receivable in connection with the Company, collection or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefromcompromise thereof; (g) Dispositions Non-exclusive licenses of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, IP Rights in the aggregateordinary course of business; (h) concurrently with the acquisition of any fixed or capital assets, exceed $50,000,000 the sale and leaseback thereof so long as such lease is an operating lease and such acquisition, sale and leaseback transaction was entered into in any fiscal yearorder to obtain favorable pricing of such assets; and (hi) any other Disposition Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05 so long as 7.05; provided that (i) at the time of such Disposition, no Event of Default has occurred and is continuing immediately before and after giving effect to shall exist or would result from such Disposition and Disposition, (ii) the book aggregate fair market value of the assets so all property Disposed of as permitted by in reliance on this Section 7.05(hclause (i) during the term of this Agreement shall not, not exceed 10% of the Consolidated Total Assets of the Borrower in any one fiscal year and 15% of the Consolidated Total Assets of the Borrower in the aggregateaggregate since the Closing Date (in each case, exceed fifteen percent (15%) determined as of the total assets date of the Company most recently delivered financial statements pursuant to Section 6.01 or, prior to the first delivery of such financial statements, the Audited Financial Statements) and its Subsidiaries(iii) the price for such asset shall be paid to the Borrower or such Subsidiary for at least 75% cash consideration; (j) [reserved]; and (k) any Disposition of accounts, payments, receivables, rights to future lease payments or residuals or similar rights to payment to a Securitization Subsidiary in connection with any Qualified Securitization Transaction; provided, however, that any (i) Disposition pursuant to clauses (aSection 7.05(a)(ii), Section 7.05(b) through Section 7.05(f) (hother than Section 7.05(d) and Section 7.05(e)(ii)), Section 7.05(i) and Section 7.05(k) shall be for fair market value, (ii) any Disposition of Equity Interests in a Subsidiary pursuant to Section 7.05(i) resulting in a Joint Venture shall only be permitted to the extent that the fair market value of the remaining Equity Interests in such Joint Venture is an Investment permitted under Section 7.03(g) and any Disposition of assets to another Person pursuant to Section 7.05(i) the consideration for which are Equity Interests or other interests of another Person resulting in a Joint Venture, shall only be permitted to the extent the fair market value of such assets would constitute an Investment permitted under Section 7.03(g); provided further, that no assets shall be Disposed of under Section 7.05(i) in connection with an asset securitization transaction (including any Securitization Transaction). Notwithstanding the foregoing, in no event shall any Loan Party make any Disposition which results in any Material Intellectual Property owned by such Loan Party being transferred by such Loan Party to any non-Loan Party, except in the ordinary course of business and consistent with such Loan Party’s past practices.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete obsolete, aged or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Dispositionpermitted by Section 7.04; (d) Dispositions of property by any Subsidiary to a Borrower the Company or to a wholly-owned Subsidiary; provided that (i) if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company or a Subsidiary Guarantor, (ii) if such property was subject to another a Lien under any Collateral Document prior to such transfer it remains subject to an enforceable first priority (subject to Liens permitted under Section 7.01) perfected Lien under a Security Document after such transfer, (iii) at the time of each such Disposition, the Opinion Loan Party;Party Threshold would continue to be satisfied as if measured on the date of such Disposition and after giving effect thereto and (iv) with respect to any such Disposition of property with an aggregate book value in excess of an amount equal to $20,000,000, no later than five (5) Business Days prior to the proposed date of making such Disposition, the Company shall have delivered to the Administrative Agent satisfactory written evidence demonstrating such satisfaction of the Opinion Loan Party Threshold; and (e) Dispositions by the Company or any Subsidiary not otherwise permitted by this Section 7.04; 7.05; provided that at the time of such Disposition, (fi) Dispositions of Subsidiaries of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing shall exist or would result therefrom; from such Disposition, (gii) Dispositions of Eligible Student Accounts Receivable; provided, however, that the gross aggregate book value of all Dispositions property Disposed of Eligible Student Accounts Receivable permitted by in reliance on this Section 7.05(gclause (e) shall not, in the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition not otherwise permitted under this Section 7.05 so long as (i) no Event of Default has occurred and is continuing immediately before and after giving effect to such Disposition) after the Closing Date shall not exceed an amount equal to 5% of Consolidated Tangible Assets determined on the date of such Disposition, (iii) at the time of each such Disposition, each of the Loan Party Threshold and the Opinion Loan Party Threshold would continue to be satisfied as if measured on the date of such Disposition and after giving effect thereto and (iiiv) the with respect to any such Disposition of property with an aggregate book value in excess of an amount equal to $20,000,000, no later than five (5) Business Days prior to the proposed date of making such Disposition, the Company shall have delivered to the Administrative Agent satisfactory written evidence demonstrating such satisfaction of the assets so Disposed of as permitted by this Section 7.05(h) shall not, in Loan Party Threshold and the aggregate, exceed fifteen percent (15%) of the total assets of the Company and its SubsidiariesOpinion Loan Party Threshold; provided, however, that any Disposition pursuant to clauses (a), (b) through or (he) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Permitted Transfers; (b) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Dispositionproperty; (d) Dispositions of property by any Subsidiary to a Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must be to another Loan Party; (e) Dispositions permitted by Section 7.04; (fe) other Dispositions of Subsidiaries of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred (i) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the transaction and is continuing shall be in an amount not less than the fair market value of the property disposed of, (ii) such transaction does not involve the sale or would result therefrom; other disposition of a minority Equity Interests in any Loan Party, and (giii) Dispositions the aggregate net book value of Eligible Student Accounts Receivableall of the assets sold or otherwise disposed of by the Loan Parties and their Subsidiaries in all such transactions during any fiscal year of the Borrower shall not exceed 20% of Consolidated Total Assets; provided, however, that if, as of the gross book value date of any proposed Disposition pursuant to this Section 7.05(e), all Dispositions of Eligible Student Accounts Receivable permitted by made pursuant to this Section 7.05(g7.05(e) shall not, in the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition not otherwise permitted under this Section 7.05 so long as (i) no Event of Default has occurred and is continuing immediately before and after giving effect to such proposed Disposition) in such fiscal year of the Borrower exceed 10% of Consolidated Total Assets as of such date, the Borrower shall be in Pro Forma Compliance with each of the financial covenants set forth in Section 7.13 after giving effect to such proposed Disposition treating all such Dispositions pursuant to this Section 7.05(e) in such fiscal year as one Material Disposition; and (f) Dispositions of Investments constituting minority Equity Interests of Persons that are not Subsidiaries, so long as after giving Pro Forma Effect to such Disposition at the time of such Disposition (x) the Consolidated Leverage Ratio is not greater than the applicable ratio under Section 7.13(a) and (iiy) the book value no Default or Event of Default exists or would otherwise result therefrom. provided that, none of the assets so Disposed of as permitted by restrictions under this Section 7.05(h) 7.05 shall not, in apply to the aggregate, exceed fifteen percent (15%) Morningstar Seed Portfolios or any Margin Stock held by the Borrower or any of the total assets of the Company and its Subsidiaries; provided, however, that any Disposition pursuant to clauses (a) through (h) shall be for fair market value.

Dispositions. Make So long as any Notes remain outstanding, the Company and the Guarantors shall not, and shall not permit any of their Subsidiaries to declare or make, directly or indirectly, any Disposition or enter into any agreement to make any Disposition, except: (aA) Dispositions of obsolete or obsolete, worn out or surplus property, whether now owned or hereafter acquired, in the ordinary course of businessbusiness and Dispositions of property no longer used or useful in the conduct of the business of the Parent and its Subsidiaries, in each case to the extent constituting immaterial property; (bB) Dispositions in the ordinary course of business of Cash Equivalents; (C) sales of inventory in the ordinary course of business; (cD) Dispositions (other than of material Intellectual Property or of assets relating to metreleptin) for fair market value (as determined by the Company in good faith); provided that (i) the amount of Dispositions does not exceed $250,000 individually or $2,500,000 in the aggregate for all Dispositions while any Notes are outstanding, (ii) immediately prior to and immediately after giving effect to such Disposition, no Default or Event of Default shall have occurred and be continuing or would result therefrom and (iii) no less than one hundred percent (100%) of the consideration received for any such Disposition is received in cash; (E) the leasing, as lessor, of real or personal property not presently used or useful in such Person’s business and is otherwise in the ordinary course of business; (F) Dispositions of equipment or real property other assets, to the extent that (i) such property equipment is exchanged for credit against the purchase price of similar replacement property equipment or (ii) assets or the proceeds of such Disposition Dispositions are reasonably promptly applied to the purchase price of such similar replacement property within 180 days equipment, all in the ordinary course of such Dispositionbusiness; (dG) Dispositions constituting an Intellectual Property that is not material to the conduct of property the business of the Parent, the Guarantors and their Subsidiaries; (H) Dispositions otherwise permitted by Section 3.13 and Dispositions from any Subsidiary that is not a Loan Party to any other Subsidiary that is not a Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must be to another Loan Party; (eI) Dispositions permitted by Section 7.04the licensing of AP101 and AP103 assets outside of the United States and European territories; (fJ) Dispositions consisting of Subsidiaries licenses of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefrom; (g) Dispositions of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, exceed $50,000,000 in any fiscal yearAP102 assets; and (hK) any other non-ordinary course Disposition not otherwise permitted under this Section 7.05 so long of assets subject only to the receipt of fair market value (as (i) no Event of Default has occurred and is continuing immediately before and after giving effect to such Disposition and (ii) determined by the book value of the assets so Disposed of as permitted by this Section 7.05(h) shall notCompany in good faith), in the aggregate, exceed fifteen at least seventy five percent (1575%) of the total assets proceeds consisting of cash or Cash Equivalents, and Net Cash Proceeds being applied to repay secured Indebtedness, reinvested within twelve (12) months (or committed to be reinvested into a clinical development program approved by the Parent Board within twelve (12) months) or offered to repurchase the Notes at a purchase price (without premium or penalty) equal to 100% of the Company principal amount of such Notes plus accrued and its Subsidiaries; providedunpaid interest on such Notes, howeverif any, that any Disposition pursuant to clauses to, but excluding, such date of repurchase, which will be a Business Day of the Company’s choosing no later than the end of such twelve (a12) through (h) shall be for fair market valuemonth period.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:except the following (each a “Permitted Disposition”): (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, Equipment in the ordinary course of businessbusiness that is substantially worn, damaged, obsolete or, in the judgment of a Loan Party, no longer useful or necessary in its business and is not replaced with similar property having at least equivalent value; (b) Dispositions of inventory Inventory in the ordinary course of business; (c) Dispositions [intentionally omitted]; (d) Store closings (including the termination or non-renewal of equipment any applicable Lease or real property to contract), bulk sales or other dispositions of the extent Inventory of a Loan Party not in the ordinary course of business in connection such Store closings, at arm’s length, provided, that (i) such property is exchanged for credit against Store closures and related Inventory dispositions shall not exceed (A) in any Fiscal Year of the purchase price Lead Borrower and such other Loan Parties, ten percent (10.0%) of similar replacement property or the number of such Loan Parties’ Stores as of the beginning of such Fiscal Year (net of new Store openings) and (B) in the aggregate from and after the Closing Date, twenty-five percent (25.0%) of the number of such Loan Parties’ Stores in existence as of the Closing Date (net of new Store openings, and (ii) in all events, all sales of Inventory in connection with any such Store closings (in a single or series of related transactions) of between 7.5% and 10.0% of the proceeds number of such Disposition Loan Parties’ Stores then in existence, either (A) shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Agents or (B) if not conducted in accordance with the preceding subclause (A) shall be permitted hereunder only so long as Projected Excess Availability after giving effect to each such transaction for the six fiscal months following the month in which such transaction took place shall be equal or greater than thirty percent (30.0%) of the Total Loan Cap; provided, further, that all Net Proceeds received in connection therewith are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Disposition; (d) Dispositions of property by any Subsidiary to a Borrower or to a wholly-owned Subsidiary; provided that Obligations if the transferor of such property is a Guarantor, the transferee thereof must be to another Loan Partythen required in accordance with Section 2.05 hereof; (e) Dispositions permitted by Section 7.04non-exclusive licenses of Intellectual Property of a Loan Party in the ordinary course of business; (f) Dispositions of Subsidiaries of the Companysales, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred transfers and is continuing or would result therefromdispositions by any Loan Party to a Borrower; (g) Dispositions sales, transfers and dispositions of Eligible Student Accounts Receivable; providedany Immaterial Subsidiary to another Person; (h) as long as no Default then exists or would arise therefrom, howeversales of Real Estate of any Loan Party (or sales of any Person or Persons created to hold such Real Estate or the equity interests in such Person or Persons), that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall notincluding sale-leaseback transactions involving any such Real Estate pursuant to leases on market terms, as long as, in the aggregatecase of any sale-leaseback transaction permitted hereunder with respect to any Material Storage Location or any other warehouse or other leased storage or distribution facility in which $10,000,000 or more of Inventory is or may be located from time to time, exceed $50,000,000 the Collateral Agent shall have received from such purchaser or transferee a Collateral Access Agreement on terms and conditions reasonably satisfactory to the Collateral Agent; (i) any Disposition of Real Estate to a Governmental Authority as a result of the condemnation of such Real Estate; (j) Dispositions of Excluded Assets in accordance with any fiscal yearintercreditor agreement or Security Documents applicable thereto; (k) termination or non-renewal of a Lease and granting a lease, sublease, license or other occupancy interest with respect to any owned Real Estate or any real property subject to a Lease, in each case, so long as such action could not reasonably be expected to result in Material Adverse Effect; and (hl) any other Disposition not otherwise permitted under this Section 7.05 so as long as (i) no Event Default exists or would arise therefrom and without duplication of Default has occurred and is continuing immediately before and after giving effect to such Disposition and (ii) the book value of the assets so Disposed of as Dispositions permitted by this Section 7.05(h) shall not, in the aggregate, exceed fifteen percent (15%) of the total assets of the Company and its Subsidiaries; provided, however, that any Disposition pursuant to clauses (a) through (hk) above, other Dispositions, provided, that the aggregate fair market value of all assets Disposed of in reliance upon this paragraph (l) shall be for fair market valuenot exceed $35,000,000 during any Fiscal Year of the Lead Borrower and if such Disposition gives rise to a mandatory prepayment obligation under Section 2.05(e), proceeds thereof are applied in accordance with Section 2.05(e).

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Permitted Transfers; (b) Dispositions of obsolete or worn out propertyproperty or property no longer used or useful in the disposing party’s business, in each case, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Dispositionproperty; (d) Dispositions of property permitted by any Subsidiary to a Borrower Section 7.04 or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must be to another Loan PartySection 7.06 or constituting Investments permitted under Section 7.03; (e) Dispositions permitted by Section 7.04; (f) Dispositions of Subsidiaries of accounts receivables to a third party in connection with the Companycompromise, settlement or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefrom; (g) Dispositions of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, collection thereof in the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition not otherwise permitted under this Section 7.05 ordinary course of business exclusive of factoring or similar arrangements so long as (i) no Event the account debtor with respect thereto has instituted or consented to the institution of Default has occurred and is continuing immediately before and after giving effect to such Disposition any proceeding under any Debtor Relief Law and (ii) all such Dispositions do not exceed $500,000 in the aggregate in any fiscal year; (f) other Dispositions so long as (i) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the transaction and shall be in an amount not less than the fair market value of the property disposed of, (ii) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited by the terms of Section 7.14, (iii) such transaction does not involve the sale or other disposition of a minority Equity Interests in any Subsidiary, (iv) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other property concurrently being disposed of in a transaction otherwise permitted under this Section, and (v) the aggregate net book value of all of the assets so Disposed sold or otherwise disposed of as permitted by this Section 7.05(hthe Loan Parties and their Subsidiaries in all such transactions occurring after the Closing Date shall not exceed $500,000; and (g) shall not, any Involuntary Disposition not reasonably expected to result in the aggregate, exceed fifteen percent (15%) of the total assets of the Company and its Subsidiaries; provided, however, that any Disposition pursuant to clauses (a) through (h) shall be for fair market valuea Material Adverse Effect.

Dispositions. Make The Borrower will not, nor will it permit any Disposition of the Subsidiaries to, Dispose of any asset, including any Equity Interests owned by it, nor will the Borrower issue any preferred stock or enter into other similar Equity Interests or permit any agreement of the Subsidiaries to make issue any Dispositionadditional Equity Interests (other than, for Equity Interests issued by a Subsidiary, to the Borrower or another Subsidiary in compliance with Section 6.04), except: (a) Dispositions of obsolete or (i) inventory in the ordinary course of business and (ii) used, obsolete, worn out property, whether now owned or hereafter acquired, surplus equipment or other tangible property in the ordinary course of business; (b) Dispositions The license of inventory intellectual property in the ordinary course of business; (c) Dispositions The abandonment or lapse of equipment intellectual property assets in the ordinary course of business, provided that such abandonment or real property lapse could not be reasonably expected to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Dispositionhave a Material Adverse Effect; (d) Dispositions of property by any Subsidiary assets to a the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property assets is a GuarantorLoan Party, the transferee thereof must be to another a Loan Party; provided further that such Dispositions are made in compliance with Section 6.08, to the extent applicable; (e) Dispositions permitted by Section 7.046.03; (f) Dispositions of Subsidiaries of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be Restricted Payments permitted so long as no Default has occurred and is continuing or would result therefromby Section 6.08; (g) Dispositions of Eligible Student Accounts Receivable; providedaccounts receivable in connection with the compromise, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, settlement or collection thereof in the aggregate, exceed $50,000,000 in any fiscal yearordinary course of business and consistent with past practices; and (h) Dispositions resulting from any casualty or other Disposition not otherwise permitted insured damage to, or any taking under this Section 7.05 so long as power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Borrower or any Subsidiary; (i) Dispositions of Equity Interests of a Foreign Subsidiary to another wholly-owned Subsidiary; and (j) if at the time thereof and immediately after giving effect thereto no Default or Event of Default has shall have occurred and be continuing or would result therefrom, other Dispositions in an aggregate amount not to exceed the sum of $2,000,000 during the term of this Agreement, plus the amount of any credit received in connection with the Disposition of any property for the purchase price of similar replacement property, which such replacement property is continuing immediately before acquired promptly, and in any event no more than 60 days, after giving effect to such Disposition, or the amount of cash proceeds received in connection with a Disposition of property, which are promptly, and in any event no more than 60 days, after such Disposition applied to the purchase price of similar replacement property. provided that all Dispositions exceeding the sum of $2,000,000 permitted by clauses (a)(i), (b) and (iij) the book value of the assets so Disposed of as permitted by this Section 7.05(h) shall not, in the aggregate, exceed fifteen percent (15%) of the total assets of the Company and its Subsidiaries; provided, however, that any Disposition pursuant to clauses (a) through (h) 6.05 shall be 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.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property property, in each case within 180 days of receiving the proceeds of such Disposition; (d) Dispositions of property by any Restricted Subsidiary to a Borrower or to a wholly-owned Restricted Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must be to another Loan Party; (e) Dispositions permitted by pursuant to Section 7.046.1; (f) Dispositions of Subsidiaries of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefrom; (g) Dispositions of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition not otherwise permitted under this Section 7.05 so long as (i) no Event in the ordinary course of Default has occurred business by Borrower and is continuing immediately before its Restricted Subsidiaries of airplanes and after giving effect to such Disposition various other non-core assets (which are not Collateral), and (ii) of other Property not constituting land, improvements or related personal property associated with any casino resort of Borrower or its Restricted Subsidiaries which, during the book value most recent Fiscal Year, contributed to EBITDA in an amount which is in excess of $25,000,000 or the equity securities of the assets so Disposed of as permitted by Persons directly or indirectly owning such Persons; provided, that the aggregate proceeds from Dispositions made pursuant to this Section 7.05(hclause (f) following the Effective Date shall not, in the aggregate, not exceed fifteen percent (15%) of the total assets of the Company and its Subsidiaries$200,000,000; provided, however, that any Disposition (or series of related Dispositions) pursuant to clauses (ac), (e) through and (hf) of this Section 6.9 for which the aggregate proceeds therefrom shall be in an amount in excess of $50,000,000 shall be, in the good faith view of the board of directors of Borrower or the governing body of the Restricted Subsidiary effectuating such Disposition (or series of related Dispositions), for fair market value; (g) Dispositions of the Detroit Collateral so long as (i) concurrently therewith, the Loans are prepaid as provided in Section 3.1(h) or (ii) such Disposition is of personal or obsolete property in the ordinary course of business and consistent with historical practice; and (h) the Disposition by the Borgata Trustee of any of the Property subject to the Borgata Trust to a purchaser which is not an Affiliate of Borrower (it being acknowledged that distributions for the payment of interest, taxes and other similar amounts pursuant to the terms of the trust agreement in respect of the Borgata Trust (as now in effect) shall not be deemed to constitute a Disposition of trust assets); provided, for this purpose, the making of any distributions by the Borgata Trustee to Borrower and its Subsidiaries shall require the resulting prepayments under Section 3.1(i) (as if such distributions were the Net Cash Proceeds of a Disposition by Borrower); provided further, however, that funds received from the liquidation of the Borgata Trust which represent income derived from the Borgata Property that is distributed to the Borgata Trust and retained thereby in the ordinary course of business shall not be construed as Net Cash Proceeds; and (i) Dispositions of any of Borrower’s direct or indirect ownership interests in any undeveloped land in Atlantic City, New Jersey; provided, however, that not less than 75% of the aggregate consideration received therefrom shall be paid in cash and the Net Cash Proceeds thereof shall be applied as set forth in Section 3.1(i).

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: other than an Excluded Disposition unless (a) Dispositions subject to the second sentence of obsolete this Section 8.05, at least 80% of the consideration paid in connection therewith shall be cash or worn out propertyCash Equivalents and shall be in an amount not less than the fair market value of the Property disposed of, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited by the terms of inventory in the ordinary course of business; Section 8.16, (c) Dispositions such transaction does not involve the sale or other disposition of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Disposition; a minority equity interest in any Consolidated Party, (d) Dispositions such transaction does not involve a sale or other disposition of property receivables other than receivables owned by any Subsidiary or attributable to other Property concurrently being disposed of in a Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must be to another Loan Party; (e) Dispositions permitted by Section 7.04; (f) Dispositions of Subsidiaries of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefrom; (g) Dispositions of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition not transaction otherwise permitted under this Section 7.05 8.05, (e) the aggregate net book value of all of the assets sold or otherwise disposed of by the Consolidated Parties in all such transactions during any period of twelve consecutive months shall not exceed $15,000,000, and (f) no later than five (5) Business Days prior to such Disposition, the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower specifying the anticipated date of such Disposition, briefly describing the assets to be sold or otherwise disposed of and setting forth the net book value of such assets and the aggregate consideration to be received for such assets in connection with such Disposition. Notwithstanding clause (a) of the preceding sentence, the Borrower and its Restricted Subsidiaries may make Dispositions that are not subject to such clause (a) so long as (i) no Event of Default has occurred and is continuing immediately before and after giving effect to the consideration paid in connection with any such Disposition and does not exceed $5,000,000, (ii) the book value aggregate consideration that is not cash or Cash Equivalents for all such Dispositions (which consideration has not, subsequent to the date of the assets so Disposed of as permitted by such Disposition, been converted into cash or Cash Equivalents) does not exceed $5,000,000 and (iii) such Disposition otherwise complies with this Section 7.05(h) shall not, in the aggregate, exceed fifteen percent (15%) of the total assets of the Company and its Subsidiaries; provided, however, that any Disposition pursuant to clauses (a) through (h) shall be for fair market value8.05.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; (d) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Disposition; (d) Dispositions of property by any Subsidiary to a Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must be to another Loan Partyproperty; (e) Dispositions permitted of property by (i) the Company to any Subsidiary or (ii) any Subsidiary to the Company or any other Subsidiary; provided, that the aggregate book value of all property subject to Specified JV/Intercompany Asset Transfers in any fiscal year, together with the book value of all property Disposed of in reliance on Section 7.046.05(i) during such fiscal year, shall not exceed 20% of Consolidated Total Assets as of the end of the preceding fiscal year; (f) Dispositions of Subsidiaries of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefromby Section 6.04; (g) Dispositions by the Company and its Subsidiaries of Eligible Student Accounts Receivableproperty pursuant to sale-leaseback transactions; provided, however, that the gross book value of all Dispositions property Disposed of Eligible Student Accounts Receivable permitted by this Section 7.05(g) in connection with such transactions from and after the Effective Date shall not, in the aggregate, not exceed $50,000,000 in any fiscal year; and25,000,000; (h) any other Disposition licenses of IP Rights; (i) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05 so long as 6.05; provided that (i) at the time of such Disposition, no Event of Default has occurred and is continuing immediately before and after giving effect to shall exist or would result from such Disposition and (ii) the aggregate book value of the assets so all property Disposed of in reliance on this clause (i) in any fiscal year, together with the book value of all property subject to Specified JV/Intercompany Asset Transfers during such fiscal year, shall not exceed 20% of Consolidated Total Assets as permitted of the end of the preceding fiscal year; (j) the lapse, abandonment or discontinuance of the use or maintenance of any IP Rights if previously determined by this Section 7.05(h) shall notthe Company or any Subsidiary in its reasonable business judgment that such lapse, abandonment or discontinuance is desirable in the aggregate, exceed fifteen percent conduct of its business; and (15%k) any transfer of the total assets of the Company and its Subsidiariesor any Subsidiary to the Company or any other Subsidiary in exchange for assets of such transferee so long as the fair market value of any property or assets received is at least equal to the fair market value of the property or assets transferred; provided, however, that any Disposition pursuant to clauses (ac), (d), (g) through and (hi) above shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete used, obsolete, surplus or worn out property, whether now owned or hereafter acquired, in the ordinary course of businessbusiness and the abandonment or other Disposition of Intellectual Property that is, in the reasonable judgment of the management of a Loan Party, no longer economically practicable to maintain or useful in the conduct of the business of such Loan Party and its Subsidiaries, taken as a whole; (b) Dispositions of of: (i) inventory or Intellectual Property in the ordinary course of businessbusiness consistent with past practices; or (ii) Intellectual Property pursuant to licenses permitted by Section 7.01(m); (c) Dispositions of equipment or real property to the extent that that: (i) such property is exchanged for credit against the purchase price of similar replacement property equipment; or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price acquisition of such replacement property within 180 days of such Dispositionequipment; (d) Dispositions of property permitted by any Subsidiary to a Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must be to another Loan PartySection 7.04(b); (e) Dispositions (i) the unwinding of any Swap Contract; (ii) to the extent permitted by Section 7.04hereunder, Restricted Payments; and (iii) to the extent permitted hereunder and otherwise constituting Dispositions, Investments; (f) Dispositions of Subsidiaries cash and Cash Equivalents in the ordinary course of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefrombusiness; (g) Dispositions of Eligible Student Accounts Receivable; providedaccounts receivable in connection with the compromise, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, settlement or collection thereof in the aggregate, exceed $50,000,000 in any fiscal yearordinary course of business; and (h) any other Disposition Dispositions of property for cash consideration that are not otherwise permitted under this Section 7.05 so long as to Persons who are not Affiliates of any Loan Party if: (i) no Event of Default has occurred (A) immediately prior to and is continuing immediately before and after giving effect to any such Disposition, there does not exist a Default; and (B) such Disposition and could not reasonably be expected to result in a Default; (ii) the book aggregate fair market value of the all assets so Disposed sold by Loan Parties and their Subsidiaries does not exceed One Million Five Hundred Thousand Dollars ($1,500,000) in Fiscal Year 2019 or Seven Hundred Fifty Thousand Dollars ($750,000) in any Fiscal Year occurring thereafter; and (iii) to the extent the Net Proceeds of as such Disposition exceed, together with the other Dispositions permitted under Section 7.05(a), One Million Five Hundred Thousand Dollars ($1,500,000) in the aggregate for all such Dispositions in any Fiscal Year, such Net Proceeds are, if and to the extent required by Section 2.03(c), applied within one hundred and eighty (180) days of receipt thereof by Loan Parties or any Subsidiary thereof to the repayment of the Obligations; provided that a Responsible Officer of Administrative Loan Party shall have notified Administrative Agent promptly after its determination to so apply or use the Net Proceeds and shall have certified the receipt of not less than fair market value for such property and the proper application of such Net Proceeds in accordance with this Section 7.05(h) shall not, in the aggregate, exceed fifteen percent (15%) of the total assets of the Company and its Subsidiaries); provided, however, provided that any Disposition pursuant to clauses (a) through (h) any of the foregoing subsections of this Section 7.05 shall be for not less than fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Dispositionproperty; (d) Dispositions of property by any Subsidiary to a the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be to another Loan Partythe Borrower or a Guarantor; (e) Dispositions permitted by Section 7.04; (f) Dispositions of Subsidiaries of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefromReserved; (g) Dispositions non-exclusive licenses of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, IP Rights in the aggregate, exceed $50,000,000 in any fiscal yearordinary course of business and substantially consistent with past practice for terms not exceeding five years; and (h) any other Disposition Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05 so long as 7.05; provided that (i) at the time of such Disposition, no Event of Default has occurred and is continuing immediately before and after giving effect to shall exist or would result from such Disposition and Disposition, (ii) the aggregate net book value of all property Disposed of in reliance on this clause (h) during any twelve (12) month period shall not exceed ten percent (10%) of the net book value of the assets so Disposed of as permitted by this Section 7.05(h) shall not, in the aggregate, exceed fifteen percent (15%) of the total consolidated assets of the Company Borrower and its SubsidiariesSubsidiaries as of the last day of the preceding fiscal year, and (iii) the proceeds of such Disposition are applied as a mandatory prepayment against the Loans in accordance with Section 2.05(b); provided, however, that any Disposition pursuant to clauses subsections (a) through (h) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of businessany Involuntary Disposition; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Disposition; (d) Dispositions of property by any Subsidiary to a Borrower the Company or to a wholly-owned Subsidiary; provided that (i) if the transferor of such property is a GuarantorLoan Party, the transferee thereof must be to another a Loan Party;, (ii) at the time of each such Disposition, the Opinion Loan Party Threshold would continue to be satisfied as if measured on the date of such Disposition and after giving effect thereto and (iii) with respect to any such Disposition of property with an aggregate book value in excess of an amount equal to $20,000,000, no later than five (5) Business Days prior to the proposed date of making such Disposition, the Company shall have delivered to the Administrative Agent satisfactory written evidence demonstrating such satisfaction of the Opinion Loan Party Threshold; and (ec) Dispositions by the Company or any Subsidiary not otherwise permitted by this Section 7.04; 7.05; provided that at the time of such Disposition, (fi) Dispositions of Subsidiaries of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing shall exist or would result therefrom; from such Disposition, (gii) Dispositions of Eligible Student Accounts Receivable; provided, however, that the gross aggregate book value of all Dispositions property Disposed of Eligible Student Accounts Receivable permitted by in reliance on this Section 7.05(gclause (c) shall not, in the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition not otherwise permitted under this Section 7.05 so long as (i) no Event of Default has occurred and is continuing immediately before and after giving effect to such Disposition) after the Closing Date shall not exceed an amount equal to 5% of Consolidated Tangible Assets determined on the date of such Disposition, (iii) at the time of each such Disposition, each of the Loan Party Threshold and the Opinion Loan Party Threshold would continue to be satisfied as if measured on the date of such Disposition and after giving effect thereto and (iiiv) the with respect to any such Disposition of property with an aggregate book value in excess of an amount equal to $20,000,000, no later than five (5) Business Days prior to the proposed date of making such Disposition, the Company shall have delivered to the Administrative Agent satisfactory written evidence demonstrating such satisfaction of the assets so Disposed of as permitted by this Section 7.05(h) shall not, in Loan Party Threshold and the aggregate, exceed fifteen percent (15%) of the total assets of the Company and its SubsidiariesOpinion Loan Party Threshold; provided, however, that any Disposition pursuant to clauses (ab) through or (hc) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete obsolete, excess or worn out propertyproperty or property no longer used in the business of the Borrower or its Subsidiaries, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Dispositionproperty; (d) Dispositions of property by any Subsidiary to a the Borrower or to a wholly-owned Subsidiaryany of its Subsidiaries; provided that if the transferor of such property is a GuarantorLoan Party, the transferee thereof must be to another a Loan Party; (e) Dispositions permitted by Section 7.04; (f) Dispositions of by the Borrower and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the Company, or book value of assets or lines all property so Disposed of businesses comprising campus locations, including those as of shall not exceed (i) $25,000,000 from and after the Closing Date as set forth or (ii) $5,000,000 in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefromany fiscal year; (g) Dispositions leases, subleases, licenses or sublicenses of Eligible Student Accounts Receivable; provided, however, that real or personal property in the gross book value ordinary course of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall notbusiness, in each case that do not materially interfere with the aggregate, exceed $50,000,000 in any fiscal year; andbusiness of the Borrower and its Subsidiaries; (h) any other Disposition not otherwise permitted under this Section 7.05 so long as additional Dispositions by the Borrower and its Subsidiaries; provided that (i) at the time of such Disposition, no Event of Default has occurred and is continuing immediately before and after giving effect to shall exist or would result from such Disposition and Disposition, (ii) the book aggregate fair market value of the assets so all property Disposed of as permitted by in reliance on this Section 7.05(h) shall not, in the aggregate, exceed fifteen percent (15%) of the total assets of the Company and its Subsidiaries; provided, however, that any Disposition pursuant to clauses (a) through clause (h) shall not exceed $100,000,000 and (iii) the purchase price for such asset shall be for fair market value.paid to the Borrower or such Subsidiary at least 75% in cash; (i) so long as no Event of Default shall occur and be continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(h);

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of (i) obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of businessbusiness or (ii) property which the Borrower in good faith determines is no longer used or useful in the conduct of the business of the Borrower and its Subsidiaries; (b) Dispositions of inventory and immaterial assets in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly are, within 365 days after such Disposition, applied to the purchase price of such replacement property within 180 days of such Dispositionproperty; (d) Dispositions of property by (x) the Borrower to any Guarantor and (y) any Subsidiary to a the Borrower or to a wholly-wholly owned Subsidiary; provided that for Dispositions described in clause (y) above, if the transferor of such property is a Guarantor, (i) the transferee thereof must either be the Borrower or a Guarantor and (ii) to another Loan Partythe extent such transaction constitutes an Investment, such transaction is permitted under Section 7.03; (e) (i) Dispositions permitted by Sections 7.04 or 7.06 and (ii) the grant of any Lien permitted by Section 7.047.01; (f) (i) Dispositions of Subsidiaries cash or Cash Equivalents and (ii) Dispositions of accounts receivable in connection with the Company, collection or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefromcompromise thereof; (g) Dispositions Non‑exclusive licenses of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, IP Rights in the aggregateordinary course of business; (h) concurrently with the acquisition of any fixed or capital assets, exceed $50,000,000 the sale and leaseback thereof so long as such lease is an operating lease and such acquisition, sale and leaseback transaction was entered into in any fiscal yearorder to obtain favorable pricing of such assets; and (hi) any other Disposition Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05 so long as 7.05; provided that (i) at the time of such Disposition, no Event of Default has occurred and is continuing immediately before and after giving effect to shall exist or would result from such Disposition and Disposition, (ii) the book aggregate fair market value of the assets so all property Disposed of as permitted by in reliance on this Section 7.05(hclause (i) during the term of this Agreement shall not, not exceed 10% of the Consolidated Total Assets of the Borrower in any one fiscal year and 15% of the Consolidated Total Assets of the Borrower in the aggregateaggregate since the Closing Date (in each case, exceed fifteen percent (15%) determined as of the total assets date of the Company most recently delivered financial statements pursuant to Section 6.01 or, prior to the first delivery of such financial statements, the Audited Financial Statements) and its Subsidiaries(iii) the price for such asset shall be paid to the Borrower or such Subsidiary for at least 75% cash consideration; (j) [reserved]; and (k) any Disposition of accounts, payments, receivables, rights to future lease payments or residuals or similar rights to payment to a Securitization Subsidiary in connection with any Qualified Securitization Transaction; provided, however, that any (i) Disposition pursuant to clauses (aSection 7.05(a)(ii), Section 7.05(b) through Section 7.05(f) (hother than Section 7.05(d) and Section 7.05(e)(ii)), Section 7.05(i) and Section 7.05(k) shall be for fair market value, (ii) any Disposition of Equity Interests in a Subsidiary pursuant to Section 7.05(i) resulting in a Joint Venture shall only be permitted to the extent that the fair market value of the remaining Equity Interests in such Joint Venture is an Investment permitted under Section 7.03(g) and (iii) any Disposition of assets to another Person pursuant to Section 7.05(i) the consideration for which are Equity Interests or other interests of another Person resulting in a Joint Venture, shall only be permitted to the extent the fair market value of such assets would constitute an Investment permitted under Section 7.03(g); provided further, that no assets shall be Disposed of under Section 7.05(i) in connection with an asset securitization transaction (including any Securitization Transaction).

Dispositions. Make Following the expiration of the [***] period described in Section 8 and subject to any Disposition or enter into any market stand-off agreement to make which GSK is a party as provided in Xxxxxxx 0, XXX agrees as follows with respect to disposition of all or any Disposition, exceptpart of the Shares: (a) Dispositions Any sales of obsolete Shares by GSK shall be pursuant to (i) Rule 144 (or worn out propertyany successor rule) under the Securities Act of 1933, whether now owned as amended (the "Securities Act") ("Rule 144") or hereafter acquired, in (ii) a private placement exempt from registration under the ordinary course Securities Act or repurchase of business;such Shares by the Company unless GSK is invited by the Company to participate as a selling shareholder pursuant to a resale registration statement filed by the Company. (b) Dispositions As long as the Shares which GSK continues to hold represent more than one percent (1%) of inventory in the ordinary course Company's outstanding Common Stock, until the later of business; (c) Dispositions of equipment or real property to the extent that (i) such property the date that GSK is exchanged for credit against eligible to sell any of the purchase price of similar replacement property Shares pursuant to Rule 144(k) (or any successor rule) or (ii) the proceeds first anniversary of the initial public offering of the Company's Common Stock, GSK shall not sell Shares in excess of [***]% of the Company's outstanding Common Stock in any 90-day period (notwithstanding that GSK might otherwise have been free to sell additional shares under the provisions of Rule 144) unless such Disposition are reasonably promptly applied GSK follows the process set forth in Section 9(c) below. ***Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the purchase price omitted portions. (c) If at any time that Section 9(b) would otherwise apply to sale of such replacement property within 180 days Shares, GSK proposes to sell, offer to sell, solicit offers to buy, dispose of, loan, pledge or grant any right with respect to Shares in an amount in excess of [***]% of the Company's outstanding Common Stock (each, a "Disposition") to any party other than an Affiliate of GSK, GSK shall give the Company at least five business days' notice of such Disposition; (d) Dispositions , which notice shall indicate the approximate number of property by any Subsidiary Shares subject to a Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a GuarantorDisposition, the transferee thereof must be to another Loan Party; (e) Dispositions permitted by Section 7.04; (f) Dispositions of Subsidiaries proposed timing of the CompanyDisposition, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred desired minimum net price per share and is continuing or would result therefrom; other relevant terms (g) Dispositions of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition not otherwise permitted under this Section 7.05 so long as (i) no Event of Default has occurred and is continuing immediately before and after giving effect to such Disposition and (ii) the book value of the assets so Disposed of as permitted by this Section 7.05(h) shall not, in the aggregate, exceed fifteen percent (15%) of the total assets of the Company and its Subsidiaries; provided, however, that any Disposition pursuant to clauses (a) through (h) shall be for fair market value.a "

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete obsolete, damaged or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory (i) inventory, (ii) equipment, (iii) cash and Cash Equivalents, (iv) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction) and (v) leases, subleases, rights of way, easements, licenses and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower or its Restricted Subsidiaries and do not materially detract from the value or the use of the property which they affect, in each case of clauses (i), (ii), (iv) or (v), in the ordinary course of business; (c) Dispositions of equipment equipment, Easements or real property Real Property to the extent that (i) such replacement property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Dispositionacquired, substantially contemporaneously therewith; (d) Dispositions of property (i) by any Loan Party to any other Loan Party or (ii) by a Restricted Subsidiary that is not a Loan Party to a the Borrower or to a wholly-owned any Restricted Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must be to another Loan Party; (e) Dispositions in the nature of Liens permitted by Section 7.047.1 or permitted by Section 7.3 or 7.4; (f) other Dispositions of Subsidiaries of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth not exceeding $5,000,000 in Schedule 7.05 hereto, provided, that those that are not set forth aggregate book value in Schedule 7.05 shall be permitted any fiscal year; (g) so long as no Default has occurred and is continuing exists or would result therefrom; (g) , Dispositions of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition assets not otherwise permitted under this Section 7.05 so long as 7.5 if, (i) no Event determined as of Default has occurred and is continuing immediately before the date of each such Disposition and after giving effect to such Disposition and (ii) thereto, the aggregate book value of the assets so Disposed sold under this subsection (g) in any fiscal year of as permitted the Borrower does not exceed $25,000,000 and (ii) at least 75% of the purchase price received by this Section 7.05(hthe applicable Relevant Party shall be in cash; (h) shall notDispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in the aggregate, exceed fifteen percent (15%) each case upon or after receipt of the total assets condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable; (i) Dispositions of Equity Interests of Unrestricted Subsidiaries; (j) Dispositions consisting of the Company and abandonment or lapse of any registrations or any applications for registration of any intellectual property in the ordinary course of business; (k) Dispositions described in Schedule 7.5(k); (l) Dispositions of Investments in joint ventures; and (m) to the extent constituting a Disposition, the unwinding of any Swap Contract pursuant to its Subsidiaries; terms. provided, however, that any Disposition pursuant to clauses (aSection 7.5(c), Section 7.5(f), Section 7.5(g), or to the extent consideration therefor exceeds $5,000,000, Section 7.5(i) through (h) or Section 7.5(l), shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete obsolete, damaged or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory (i) inventory, (ii) equipment, (iii) cash and Cash Equivalents, (iv) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction) and (v) leases, subleases, rights of way, easements, licenses and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower or its Restricted Subsidiaries and do not materially detract from the value or the use of the property which they affect, in each case of clauses (i), (ii), (iv) or (v), in the ordinary course of business; (c) Dispositions of equipment equipment, Easements or real property Real Property to the extent that (i) such replacement property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Dispositionacquired, substantially contemporaneously therewith; (d) Dispositions of property (i) by any Loan Party to any other Loan Party or (ii) by a Restricted Subsidiary that is not a Loan Party to a the Borrower or to a wholly-owned any Restricted Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must be to another Loan Party; (e) Dispositions in the nature of Liens permitted by Section 7.047.1 or permitted by Section 7.3 or 7.4; (f) other Dispositions of Subsidiaries of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth not exceeding $7,500,000 in Schedule 7.05 hereto, provided, that those that are not set forth aggregate book value in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefromany fiscal year; (g) so long as no Event of Default exists or would result therefrom, Dispositions of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition assets not otherwise permitted under this Section 7.05 so long as 7.5 if, (i) no Event determined as of Default has occurred and is continuing immediately before the date of each such Disposition and after giving effect to such Disposition and (ii) thereto, the aggregate book value of the assets so Disposed sold under this subsection (g) in any fiscal year of as permitted the Borrower does not exceed 7.5% of Consolidated Tangible Assets of the Borrower and its Restricted Subsidiaries at the time such Disposition is made and (ii) at least 75% of the purchase price received by this Section 7.05(hthe applicable Relevant Party shall be in cash; (h) shall notDispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in the aggregate, exceed fifteen percent (15%) each case upon or after receipt of the total assets condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable; (i) Dispositions of Equity Interests of Unrestricted Subsidiaries; (j) Dispositions consisting of the Company and abandonment or lapse of any registrations or any applications for registration of any intellectual property in the ordinary course of business; (k) Dispositions of Investments in joint ventures; and (l) to the extent constituting a Disposition, the unwinding of any Swap Contract pursuant to its Subsidiaries; terms. provided, however, that any Disposition pursuant to clauses (aSection 7.5(c), Section 7.5(f), Section 7.5(g), or to the extent consideration therefor exceeds $5,000,000, Section 7.5(i) through (h) or Section 7.5(l), shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned property or hereafter acquired, surplus assets (including dormant manufacturing facilities) that are no longer used or usable in the ordinary course business of businessthe Company and its Restricted Subsidiaries; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Dispositionproperty; (d) Dispositions of property by any Subsidiary to a Borrower the Company or to a wholly-owned Wholly Owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be to another Loan Partythe Company or a Subsidiary Guarantor; (e) Dispositions permitted by Section 7.04Sections 7.02, 7.04 or 7.06; (f) Dispositions of Subsidiaries of the Company, property or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefrom; (g) Dispositions of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, exceed $50,000,000 an aggregate amount in any fiscal year; and (h) any year that, when combined with all other Disposition not otherwise permitted Dispositions previously made under this Section 7.05 so long as subsection (if) no Event of Default has occurred and is continuing immediately before during such fiscal year (and after giving pro forma effect to such Disposition and (ii) the book value proposed Disposition), do not exceed 12.5% of the assets so Disposed of as permitted by this Section 7.05(h) shall not, in the aggregate, exceed fifteen percent (15%) of the consolidated total assets of the Company and its Restricted Subsidiaries determined in accordance with GAAP as of the last day of the immediately preceding fiscal year for which financial statements are required to be delivered to the Administrative Agent and the Lenders pursuant to Section 6.01, or for the 2011 fiscal year, the Audited Financial Statements (it being acknowledged and agreed that no Default shall be deemed to have occurred if the aggregate amount of all such Dispositions in any fiscal year shall at a later time exceed 12.5% of the consolidated total assets of the Company and its Restricted Subsidiaries so long as at the time of each such Disposition (and immediately after giving pro forma effect thereto) each such Disposition was permitted to be made under this subsection (f)); provided that, to the extent the proceeds of any Disposition made under this subsection (f) are reinvested within same fiscal year in which such Disposition is made in assets used or usable in a business permitted by Section 7.07 as certified in writing by a Responsible Officer to the Administrative Agent (which such writing shall indicate the date and amount of such reinvestment and the assets or businesses reinvested in), then from and after the date of receipt by the Administrative Agent of the certificate evidencing such reinvestment the amount so reinvested will be credited against the amount of Dispositions made in such fiscal year in determining the aggregate amount of Dispositions permitted under this subsection (f); provided further that the amount of any Disposition for purposes of compliance with this subsection (f) shall be the fair market value (determined in good faith by the board of directors of the Company (or the chief financial officer of the Company if the fair market value is $10,000,000 or less) and set forth in a certificate delivered to the Administrative Agent pursuant to Section 6.02(b)); (g) the Company or any Restricted Subsidiary may write-off, discount, sell or otherwise Dispose of defaulted or past due receivables and similar obligations in the ordinary course of business and not as part of an accounts receivable financing transaction; (h) to the extent constituting a Disposition, (i) issuances of Equity Interests in the ordinary course of business and (ii) the issuance of Equity Interests of the Company or any Restricted Subsidiary pursuant to an employee stock incentive plan or grant or similar equity plan or 401(k) plans of the Company or any Restricted Subsidiary for the benefit of directors, officers, employees or consultants; (i) the Disposition of any Swap Contract; (j) Dispositions of Investments in cash and Cash Equivalents; (k) licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Company and its Restricted Subsidiaries, taken as a whole; (l) leases, subleases, licenses or sublicenses of real or personal property granted by the Company or any of its Restricted Subsidiaries to others in the ordinary course of business not interfering in any material respect with the business of the Company and its Restricted Subsidiaries, taken as a whole; (m) transfers or other Dispositions of property subject to condemnation, takings or casualty events; (n) Dispositions of Unrestricted Subsidiaries, including, without limitation, Dispositions of any Indebtedness of, or other Investments in, Unrestricted Subsidiaries; (o) Dispositions of assets acquired pursuant to an Investment permitted under Section 7.02(f)(ii), (g), (h) or (i) which assets are not used or useful to the core or principal business of the Company and its Restricted Subsidiaries (it being understood that the amount of any “basket” in Section 7.02 deemed utilized by any such Investment shall be increased by the amount of any consideration received by the Company and its Restricted Subsidiaries as a result of any such Disposition); (p) Dispositions of Receivables and Related Assets pursuant to the terms of any Permitted Receivables Financing in accordance with the terms thereof; (q) Dispositions of assets pursuant to Tax Incentive Programs; provided, however, and (r) Dispositions of assets previously disclosed in reasonable detail to the Administrative Agent and the Lenders in writing at least three (3) Business Days prior to the Closing Date; provided that any Disposition pursuant made to clauses (a) through (h) a Loan Party by a Person that is not a Loan Party shall be for no more than fair market valuevalue and any Disposition made to an Unrestricted Subsidiary or a Limited Subsidiary shall be for at least fair market value (determined in good faith by the Company at the time of such Disposition).

Dispositions. Make Convey, sell, lease, transfer, assign, or otherwise dispose of (including, without limitation, pursuant to a Division) (collectively, “Transfer”), or permit any Disposition of its Subsidiaries to Transfer, all or enter into any agreement to make any Dispositionpart of its business or property, except: except for Transfers (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, Inventory in the ordinary course of business; ; (b) Dispositions of inventory worn-out or obsolete Equipment that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the ordinary course of business of Borrower; (c) consisting of Permitted Liens and Permitted Investments; (d) of non-exclusive licenses for the use of the property of Borrower or its Subsidiaries in the ordinary course of business; ; (ce) Dispositions any sublease of equipment or real property to by Borrower not constituting Indebtedness and not entered into as part of a sale leaseback transaction; (f) consisting of Borrower’s use or transfer of money or Cash Equivalents in a manner that is not prohibited by the extent terms of this Agreement or the other Loan Documents; (g) sales of assets and Accounts by any SPV that are in the ordinary course of SPV’s business, upon fair and reasonable terms that would otherwise be obtained in an arm’s length transaction; (h) Permitted SPV Parent Transfers; (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Disposition; (d) Dispositions of property by any Subsidiary of Borrower in an amount not to a Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must be to another Loan Party; exceed Two Hundred Fifty Thousand Dollars (e$250,000.00) Dispositions permitted by Section 7.04; (f) Dispositions of Subsidiaries of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefrom; (g) Dispositions of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, exceed $50,000,000 in aggregate during any fiscal yearyear of Borrower; and and (hj) any other Disposition not otherwise permitted under this Section 7.05 sales of Accounts, so long as (i1) such Accounts are sold to a SPV or State Subsidiary for an amount equal to at least seventy-five percent (75.0%) of the face amount of such Account, (2) no Event of Default has occurred and occurred, is continuing immediately before and after giving effect to or could result from the sale of such Disposition Account, and (ii3) the book value proceeds from the sale of the assets so Disposed such Accounts are received in cash by Borrower concurrently with such sale. Each sale of as permitted by this Section 7.05(h) shall not, in the aggregate, exceed fifteen percent (15%) of the total assets of the Company and its Subsidiaries; provided, however, that any Disposition pursuant to clauses (a) through (h) an Account shall be for fair market valuemade free and clear of Bank’s Lien, so long as, and only if, such sale is made in compliance with the requirements of Section 7.1(j) above.

Dispositions. Make No Borrower and no other Loan Party and no Subsidiary of a Borrower or of another Loan Party shall make any Disposition or enter into any agreement to make any DispositionDisposition without the consent of the Required Lenders, except: except (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; , (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such similar replacement property within 180 days property, (c) the sale of such Disposition; residual ownership rights in vehicles and equipment upon the termination of operating leases, (d) Dispositions Disposition of property by any Subsidiary to a Borrower or to a wholly-owned Subsidiary; provided that if Inventory in the transferor ordinary course of such property is a Guarantorbusiness, the transferee thereof must be to another Loan Party; (e) Dispositions permitted by Section 7.04; (f) Dispositions of Subsidiaries of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefrom; (g) Dispositions of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition not otherwise permitted prohibited under this Section 7.05 so long as 6.05; provided that (i) no Default or Event of Default has occurred and is continuing immediately before at the time of such Disposition, (ii) no Default, Event of Default or Material Adverse Change would result from such Disposition, and after giving effect to (iii) the aggregate book value of all property disposed of in reliance of this subsection in any Fiscal Year shall not exceed Five Hundred Thousand Dollars ($500,000) or (f) Sale and Leaseback Transactions; provided that (i) no Default or Event of Default has occurred and is continuing at the time of such Disposition Sale and Leaseback Transaction and (ii) the book value no Default, Event of the assets so Disposed of as permitted by this Section 7.05(h) shall not, in the aggregate, exceed fifteen percent (15%) of the total assets of the Company Default or Material Adverse Change would result from such Sale and its Subsidiaries; provided, however, that any Disposition pursuant to clauses (a) through (h) shall be for fair market valueLeaseback Transaction.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Permitted Transfers; (b) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Dispositionproperty; (d) Dispositions of property permitted by any Subsidiary to a Borrower or to a wholly-owned SubsidiarySection 7.04; provided that if the transferor of such property is a Guarantor, the transferee thereof must be to another Loan Party;and (e) other Dispositions permitted by Section 7.04; (f) Dispositions of Subsidiaries of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred (i) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the transaction and is continuing shall be in an amount not less than the fair market value of the property disposed of, (ii) such transaction does not involve the sale or would result therefrom; other disposition of a minority Equity Interests in any Loan Party, and (giii) Dispositions the aggregate net book value of Eligible Student Accounts Receivableall of the assets sold or otherwise disposed of by the Loan Parties and their Subsidiaries in all such transactions during any fiscal year of the Borrower shall not exceed 20% of Consolidated Total Assets; provided, however, that if, as of the gross book value date of any proposed Disposition pursuant to this Section 7.05(e), all Dispositions of Eligible Student Accounts Receivable permitted by made pursuant to this Section 7.05(g7.05(e) shall not, in the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition not otherwise permitted under this Section 7.05 so long as (i) no Event of Default has occurred and is continuing immediately before and after giving effect to such Disposition and (iiproposed Disposition) the book value in such fiscal year of the assets so Disposed Borrower exceed 10% of Consolidated Total Assets as permitted by of such date, the Borrower shall be in Pro Forma Compliance with each of the financial covenants set forth in Section 7.13 after giving effect to such proposed Disposition treating all such Dispositions pursuant to this Section 7.05(h7.05(e) shall notin such fiscal year as one Material Disposition; provided that, in the aggregate, exceed fifteen percent (15%) none of the total assets restrictions under this Section 7.05 shall apply to the Morningstar Seed Portfolios or any Margin Stock held by the Borrower or any of the Company and its Subsidiaries; provided, however, that any Disposition pursuant to clauses (a) through (h) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete inventory or obsolete, damaged, worn out property, whether now owned or hereafter acquired, surplus property in the ordinary course of business; (b) Dispositions by the Borrower or any Subsidiary to the Borrower or any Subsidiary Loan Party (including any Disposition effected pursuant to a merger, consolidation, liquidation or dissolution permitted under Section 7.04); (c) Dispositions to the extent constituting a Restricted Payment permitted by Section 7.06; (d) Dispositions of inventory overdue accounts receivable arising in the ordinary course of business, but only in connection with the collection or compromise thereof; (e) Dispositions of Cash and Cash Equivalents in the ordinary course of business; (cf) Dispositions of equipment or real property to the extent not otherwise permitted in clauses (a) through (e) above, provided, that (i) at the time of such property is exchanged for credit against the purchase price of similar replacement property Disposition no Default exists or would result from such Disposition and (ii) the proceeds aggregate book value of such Disposition are reasonably promptly applied to the purchase price all property disposed of such replacement property within 180 days of such Disposition; (d) Dispositions of property by any Subsidiary to a Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must be to another Loan Party; (e) Dispositions permitted by Section 7.04; in reliance on this clause (f) Dispositions of Subsidiaries of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are any Fiscal Year shall not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefrom;exceed $150,000; and (g) Dispositions of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition not otherwise permitted under this Section 7.05 so long as (i) there exists no Event of Default has occurred and is continuing immediately before and after giving effect to any such transaction, Dispositions not otherwise permitted in clauses (a) through (f) above, the Net Cash Proceeds of which are used within 180 days of such Disposition to purchase assets useful in the business of the Borrower and its Subsidiaries, provided that (i) the aggregate amount of Net Cash Proceeds outstanding and pending reinvestment pursuant to this clause (g) shall not exceed $50,000 and (ii) if such Net Cash Proceeds are not used within such 180 days to purchase assets useful in the book value business of the assets so Disposed of as permitted by this Section 7.05(h) shall not, in the aggregate, exceed fifteen percent (15%) of the total assets of the Company Borrower and its Subsidiaries, then such Net Cash Proceeds shall be applied in accordance with Section 2.06(d); provided, however, that any Disposition pursuant to clauses (a) through (hg) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of surplus, obsolete or worn out tangible property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Dispositionproperty; (d) Dispositions of property by any Subsidiary to a either Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be to another Loan Partya Borrower or a Guarantor; (e) Dispositions permitted by Section 7.04; (f) Dispositions of by the Loan Parties to non-Guarantor Subsidiaries of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are an aggregate amount not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefromto exceed $1,000,000; (g) Dispositions of Eligible Student Accounts Receivable; provided, however, that by the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition Term Borrower and its Subsidiaries not otherwise permitted under this Section 7.05 so long as 7.05; provided that (i) at the time of such Disposition, no Event of Default has occurred and is continuing immediately before and after giving effect to shall exist or would result from such Disposition and Disposition, (ii) the aggregate book value of the assets so all property Disposed of as permitted by in reliance on this Section 7.05(hclause (g) in any fiscal year shall not, not exceed $5,000,000 and (iii) the Borrower or such Subsidiary shall receive not less than 75% of such consideration in the aggregateform of cash or Cash Equivalents; (h) so long as no Default shall occur and be continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(g); and (i) Dispositions of property pursuant to sale-leaseback transactions, so long as no Default or Event of Default then exists or would result therefrom and the fair market value of all property so disposed of shall not exceed fifteen percent (15%) of the total assets of the Company and its Subsidiaries; $1,000,000 in any fiscal year provided, however, that any Disposition pursuant to clauses (aSection 7.05(a) through (hSection 7.05(i) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete obsolete, aged or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Dispositionpermitted by Section 7.04; (d) Dispositions of property by any Subsidiary to a Borrower the Company or to a wholly-owned Subsidiary; provided that (i) if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company or a Subsidiary Guarantor, (ii) if such property was subject to another a Lien under any Collateral Document prior to such transfer it remains subject to an enforceable first priority (subject to Liens permitted under Section 7.01) perfected Lien under a Security Document after such transfer, (iii) at the time of each such Disposition, the Opinion Loan Party;Party Threshold would continue to be satisfied as if measured on the date of such Disposition and after giving effect thereto and (iviii) with respect to any such Disposition of property with an aggregate book value in excess of an amount equal to $20,000,000, no later than five (5) Business Days prior to the proposed date of making such Disposition, the Company shall have delivered to the Administrative Agent satisfactory written evidence demonstrating such satisfaction of the Opinion Loan Party Threshold; and (e) Dispositions by the Company or any Subsidiary not otherwise permitted by this Section 7.04; 7.05; provided that at the time of such Disposition, (fi) Dispositions of Subsidiaries of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing shall exist or would result therefrom; from such Disposition, (gii) Dispositions of Eligible Student Accounts Receivable; provided, however, that the gross aggregate book value of all Dispositions property Disposed of Eligible Student Accounts Receivable permitted by in reliance on this Section 7.05(gclause (e) shall not, in the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition not otherwise permitted under this Section 7.05 so long as (i) no Event of Default has occurred and is continuing immediately before and after giving effect to such Disposition) after the Closing Date shall not exceed an amount equal to 5% of Consolidated Tangible Assets determined on the date of such Disposition, (iii) at the time of each such Disposition, each of the Loan Party Threshold and the Opinion Loan Party Threshold would continue to be satisfied as if measured on the date of such Disposition and after giving effect thereto and (iiiv) the with respect to any such Disposition of property with an aggregate book value in excess of an amount equal to $20,000,000, no later than five (5) Business Days prior to the proposed date of making such Disposition, the Company shall have delivered to the Administrative Agent satisfactory written evidence demonstrating such satisfaction of the assets so Disposed of as permitted by this Section 7.05(h) shall not, in Loan Party Threshold and the aggregate, exceed fifteen percent (15%) of the total assets of the Company and its SubsidiariesOpinion Loan Party Threshold; provided, however, that any Disposition pursuant to clauses (a), (b) through or (he) shall be for fair market value.. 121 121

Dispositions. Make The Company shall not, and shall not permit its Subsidiaries to, make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions by the Borrowers and their Subsidiaries not otherwise permitted under this Section 8.10; provided that (i) at the time of such Disposition, no Default or Event of Default has occurred and is continuing or would result from such Disposition, and (ii) the aggregate book value of all property Disposed of in reliance on this clause (a) (x) in any fiscal year shall not exceed 15% of Consolidated Total Assets as of the end of the immediately preceding fiscal year and (y) shall not exceed 35% of Consolidated Total Assets (as of the end of the immediately preceding fiscal year, but tested only at incurrence) in the aggregate over the life of this Agreement and (iii) if on a Pro Forma Basis after giving effect to such Disposition, the Leverage Ratio is greater than 2.50 to 1.00, at least 75% of the purchase price for such asset shall be paid to the Borrower or its Subsidiary in cash, provided, that (1) 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 (iii) during the term of this Agreement, not in excess of $250 million, 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, shall be deemed cash and (2) any liabilities or obligations that are assumed by the transferee in connection with such Disposition shall be deemed cash and any securities, notes or other obligations received by the Borrower or any of its Subsidiaries from the transferee or Affiliates in connection with such Disposition shall be deemed cash if the Borrower or the applicable Subsidiary intends at the time of receipt to convert such securities, notes or other obligations to cash within one year of receipt thereof (with the proceeds thereof being Net Cash Proceeds upon any such conversion); provided, further that any such Disposition shall be for fair market value; (b) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to current assets in the extent that (i) such property is exchanged for credit against the purchase price ordinary course of similar replacement property or (ii) the proceeds business and Dispositions of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such DispositionPermitted Investments; (d) Dispositions of property by any Subsidiary to a Borrower or to a wholly-owned Wholly Owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be to another Loan Partya Borrower or a Guarantor; (e) Dispositions permitted by Section 7.04of property that is no longer to be used in Borrowers’ or their Subsidiaries’ business; (f) Dispositions of Subsidiaries of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be Restricted Payments permitted so long as no Default has occurred and is continuing or would result therefromunder Section 8.03; (g) Dispositions of Eligible Student Accounts Receivable; providedIntellectual Property or other intangible assets, howeverincluding through licensing or cross-licensing of Intellectual Property or the abandonment, cancellation or disposition of Intellectual Property; (h) the sale or issuance of any Subsidiary’s Equity Interest to the Borrowers or any Guarantor; (i) the leasing, occupancy agreements or sub-leasing of property that would not materially interfere with the gross book value required use of all such property by the Borrowers or their Subsidiaries; (j) the sale or discount of accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof (and not as part of any financing of receivables); (k) Involuntary Dispositions to the extent Section 2.05(b)(iii) is complied with; (l) Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall notInvestments to the extent required by, in or made pursuant to, customary buy/sell arrangements between the aggregate, exceed $50,000,000 in any fiscal yearholders of Equity Interests pursuant to shareholders’ or joint venture agreements or similar arrangements; and (hm) Dispositions over the life of this Agreement constituting no more than 5% of Consolidated Total Assets as of the prior fiscal year at the time of any other Disposition not otherwise permitted under this Section 7.05 so long as (i) no Event of Default has occurred and is continuing immediately before and after giving effect to such Disposition and may be disposed of through an exchange or swap for similar property (iiincluding assumption of liabilities or obligations in connection therewith) useful in the book value business of the assets so Disposed of as permitted by this Section 7.05(h) shall not, in the aggregate, exceed fifteen percent (15%) of the total assets of the Company Borrower and its Subsidiaries; provided, however, that any Disposition pursuant to clauses (a) through (h) shall be for Subsidiaries of comparable fair market value.

Dispositions. Make No Obligor shall, nor shall they permit any of its Subsidiaries to, directly or indirectly, make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; provided that if the property within 180 days disposed of such Dispositionis a UAP Property it is removed from the Unencumbered Asset Pool Value; (d) Dispositions of property by any Subsidiary to a Borrower an Obligor or to a wholly-owned Subsidiary; provided that if at the transferor time of such property is a GuarantorDisposition, the transferee thereof must be to another Loan Partyno Default or Event of Default shall exist or would result from such Disposition; (e) Dispositions permitted by Section 7.0410.2; (f) Dispositions by the Parent Guarantor and its Subsidiaries not otherwise permitted under this Section 10.8; provided that (i) at the time of Subsidiaries such Disposition, no Default or Event of Default shall exist or would result from such Disposition, (ii) after giving effect thereto, the CompanyObligors are in compliance with the financial covenants in Section 10.10, or of assets or lines of businesses comprising campus locations, including those on a pro forma basis as if such Disposition had been incurred as of the Closing Date as set forth last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 7.1 and (iii) the aggregate book value of all property Disposed of in Schedule 7.05 heretoreliance on this clause (f), provided, that those that are shall not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefromexceed twenty-five percent (25%) of Consolidated Total Asset Value for each fiscal year; (g) Dispositions by the Parent Guarantor of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, any partnership interest in the aggregateCompany that does not constitute Voting Stock (i) to a Person upon the contribution by such Person of assets to the Company, exceed $50,000,000 or (ii) to employees of the Company pursuant to equity compensation programs in any fiscal yearthe ordinary course of business; and (h) any other Disposition not otherwise permitted under this Section 7.05 so long as (i) no Event of Default has occurred and is continuing immediately before and after giving effect to such Disposition and (ii) the book value of the assets so Disposed of as permitted by this Section 7.05(h) shall not, real estate leases entered into in the aggregate, exceed fifteen percent (15%) ordinary course of the total assets of the Company and its Subsidiaries; provided, however, that any Disposition pursuant to clauses (a) through (h) shall be for fair market valuebusiness.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Dispositionproperty; (d) Dispositions of property by any Subsidiary to a the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be to another Loan Partythe Borrower or a Guarantor; (e) Dispositions permitted by Section 7.04; (f) Dispositions the sale by the Borrower or any Subsidiary of Subsidiaries all or any portion of the Companyany Joint Venture in which Hugo Neu Corporation, a New York corporation, owns 30% or more of assets or lines thx xxxxxx securities of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefromsuch Joint Venture; (g) Dispositions of Eligible Student Accounts Receivable; provided, however, that the gross book value sale by the Borrower of all Dispositions or substantially all of Eligible Student Accounts Receivable permitted the capital stock of Cascade and/or the sale by this Section 7.05(g) shall not, in Cascade of all or substantially all of the aggregate, exceed $50,000,000 in any fiscal yearassets that comprise the Cascade Mini-Mill; and (h) any other Disposition Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05 so long as 7.05; provided that (i) at the time of such Disposition, no Event of Default has occurred and is continuing immediately before and after giving effect to shall exist or would result from such Disposition and (ii) the aggregate book value of the assets so all property Disposed of as permitted by in reliance on this Section 7.05(hclause (h) in any fiscal year shall not, in not exceed an amount equal to 20% times an amount equal to (i) the aggregate, exceed fifteen percent (15%) amount of the total assets of the Company Borrower and its SubsidiariesSubsidiaries on a consolidated basis as of the end of the most recently completed fiscal year of the Borrower minus (ii) the amount of Intangible Assets of the Borrower and its Subsidiaries on that date; provided, however, that any Disposition pursuant to clauses (a) through (h) shall be for fair market value.

Dispositions. Make The Borrower will not, and will not permit any Disposition or enter into any agreement to make of its Restricted Subsidiaries to, consummate any Disposition, except: (a) Dispositions any Disposition of cash, Cash Equivalents or Investment Grade Securities, or of damaged, unnecessary, obsolete or worn out propertyequipment or other property or assets in the ordinary course of business, whether now owned or hereafter acquiredof property or assets no longer used or useful or economically practicable to maintain in the business of the Borrower and its Restricted Subsidiaries in the reasonable opinion of the Borrower, or of any Disposition of inventory or goods (or other property or assets) in the ordinary course of business; (b) Dispositions the Disposition of inventory all or substantially all of the property or assets of the Borrower or any of its Subsidiaries pursuant to Section 7.03; (c) the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under Section 7.05; (d) any Disposition of property or assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value (as determined in good faith by the Borrower) not to exceed $10 million; (e) any Disposition of property or assets or issuance of securities by a Restricted Subsidiary to the Borrower or by the Borrower or a Restricted Subsidiary to another Restricted Subsidiary; provided, however, Disposition Deficiencies, together with, but without duplication of, Investments made by Loan Parties in Non-Guarantor Subsidiaries pursuant to clauses (a) and (c) of the definition of “Permitted Investments” and Indebtedness of a Non-Guarantor Subsidiary owing to the Borrower or a Subsidiary Guarantor incurred pursuant to Section 7.02(b)(vii) shall not exceed an aggregate amount outstanding equal to the greater of (x) $200 million and (y) 33% of Four Quarter EBITDA at the time such of such Disposition; (f) to the extent allowable under Section 1031 of the Code, or any comparable or successor provision, any exchange of like property (excluding any boot thereon) for use in a Similar Business; (g) the sale, lease, assignment, license, sublicense or sub-lease of any real or personal property, assets or services in the ordinary course of business; (ch) any Disposition of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary; (i) any Disposition of property or assets subject to a Lien held by the Borrower or a Restricted Subsidiary in a foreclosure, eminent domain, seizure or similar proceeding or exercises of termination rights under any lease, license, concession or other agreement or Dispositions of property or assets required by law, governmental regulation or any order of any court, administrative agency or regulatory body; (j) sales of accounts receivable, or participations therein, and related assets or rights customarily sold or assigned, in each case in connection with any Receivables Facility; provided that the aggregate Receivables Exposure shall not exceed $75 million; (A) non-exclusive licenses, sublicenses or cross-licenses of intellectual property or other general intangibles of, and (B) exclusive licenses, sublicenses or cross-licenses of intellectual property or other general intangibles in the ordinary course of business of, the Borrower or the Restricted Subsidiaries; (l) sales, transfers and other Dispositions of Investments or other interests in joint ventures or similar entities to the extent required by, or made pursuant to, customary buy/sell arrangements or rights of first refusal between the parties set forth in joint venture arrangements and similar binding arrangements; (m) the lapse or abandonment of intellectual property rights in the ordinary course of business, which in the good faith determination of the Borrower is not material to the conduct of the business of the Borrower and its Restricted Subsidiaries, taken as a whole; (n) the granting of Liens not prohibited by Section 7.01; (o) the unwinding of any Hedging Obligations; (p) an issuance of Equity Interests pursuant to benefit plans, employment agreements, equity plans, stock subscription or shareholder agreements, stock ownership plans and other similar plans, policies, contracts or arrangements established in the ordinary course of business or approved by the Borrower in good faith; (q) any surrender or waiver of obligations of trade creditors or customers or contract rights or the settlement, release or surrender of contractual rights, tort or other claims of any kind; (r) Dispositions or discounts of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements; (s) any financing transaction (excluding by way of a Sale and Lease-Back Transaction) with respect to property constructed, acquired, replaced, repaired or improved by the Borrower or any of its Restricted Subsidiaries after the Closing Date; (t) Dispositions of equipment leasehold improvements or real leased assets in connection with the termination of any operating lease; (u) any swap of assets, in the ordinary course of business, in exchange for services (including in connection with any outsourcing arrangements) of comparable or greater value or usefulness to the business of the Borrower and its Restricted Subsidiaries, taken as a whole, as determined in good faith by an Borrower; (v) Dispositions of Investments in joint ventures and, to the extent any joint venture constitutes a Restricted Subsidiary, the property of such joint venture, so long as the aggregate fair market value (as determined in good faith by the Borrower) (determined, with respect to each such Disposition, as of the time of such Disposition), of all such Dispositions does not exceed $10.0 million; (w) any Disposition (i) pursuant to the Spin-Off Documents or (ii) otherwise in connection with the Transactions; and (x) Dispositions (including by way of any Sale and Lease-Back Transaction) with respect to which (i) the Borrower or any Restricted Subsidiary, as the case may be, receives consideration at the time of such Disposition at least equal to the fair market value (as determined in good faith by the Borrower) of the assets sold or otherwise Disposed of; and (ii) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided, that the amount of: (i) any liabilities (as shown on the Borrower’s most recent consolidated balance sheet or in the footnotes thereto or, if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Borrower’s consolidated balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet, as determined in good faith by the Borrower) 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 of any such assets (or are otherwise extinguished by the transferee in connection with the transactions relating to such Disposition) and for which the Borrower and all such Restricted Subsidiaries have been released, (ii) any notes or other obligations or 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, or by their terms are required to be satisfied for cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received), in each case, within 180 days following the date of such Disposition, and (iii) any Designated Non-cash Consideration received by the Borrower or such Restricted Subsidiary in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower) taken together with all other Designated Non-cash Consideration received pursuant to this clause (iii) that is at that time outstanding (but, to the extent that any such Designated Non-cash Consideration is sold or otherwise liquidated for cash, minus the lesser of (i) such property is exchanged for credit against the purchase price of similar replacement property or (iiA) the proceeds amount of the cash received (less the cost of Disposition, if any) and (B) the initial amount of such Disposition are reasonably promptly applied Designated Non-cash Consideration) not to the purchase price of such replacement property within 180 days of such Disposition; (d) Dispositions of property by any Subsidiary to a Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must be to another Loan Party; (e) Dispositions permitted by Section 7.04; (f) Dispositions of Subsidiaries of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefrom; (g) Dispositions of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, exceed $50,000,000 100.0 million at the time of receipt, with the fair market value (as determined in any fiscal year; and (hgood faith by the Borrower) any other Disposition not otherwise permitted under this Section 7.05 so long as (i) no Event of Default has occurred each item of Designated Non-cash Consideration being measured at the time received and is continuing immediately before and after without giving effect to such Disposition and (ii) the book subsequent changes in value of the assets so Disposed of as permitted by this Section 7.05(h) shall not, in the aggregate, exceed fifteen percent (15%) of the total assets of the Company and its Subsidiaries; provided, however, that any Disposition pursuant to clauses (a) through (h) shall be deemed to be cash for fair market valuepurposes of this clause (x) and for no other purpose.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:: 67072595_7 (a) Dispositions of obsolete obsolete, surplus or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Dispositionproperty; (d) Dispositions of property by any Subsidiary in the form of an Investment permitted pursuant to a Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must be to another Loan PartySection 7.03; (e) Dispositions permitted by Section 7.047.04 (other than Section 7.04(f)); (f) Dispositions consisting of Subsidiaries of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 heretoexclusive licenses permitted under Section 7.01(n), provided, however, that those that are not set forth such exclusive licenses shall consist of licenses granted in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing the ordinary course of the Borrower’s or would result therefromother Loan Parties’ business; (g) Dispositions of Eligible Student Accounts Receivable; provided, however, that by the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition Borrower and its Subsidiaries not otherwise permitted under this Section 7.05 so long as 7.05; provided that (i) at the time of such Disposition, no Event of Default has occurred and is continuing immediately before and after giving effect to shall exist or would result from such Disposition and Disposition, (ii) the book value of the assets so any individual piece of property or business unit Disposed of in reliance on this clause (g) shall not exceed $2,500,000 and (iii) the aggregate book value of all property Disposed of in reliance on this clause (g) in any fiscal year shall not exceed $5,000,000; (h) so long as no Default shall occur and be continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(g); (i) leases of real or personal property in the ordinary course of business and in accordance with the applicable Collateral Documents; and (j) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05(h7.05; provided that (i) at the time of any such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate consideration received for all such Dispositions in any given fiscal year shall be less than or equal to $50,000,000 (the “Consideration Limit”), provided further that if the Borrower and its Subsidiaries have previously utilized the Consideration Limit in any given fiscal year, they may nonetheless Dispose of any Person or any business or division of any Person so long as the aggregate amount of Consolidated EBITDA for the four fiscal quarter period ended as of the last day of the immediately prior fiscal year that is attributable to all Persons, businesses or divisions Disposed of pursuant to this clause (j) in such fiscal year (including, those Disposed of pursuant to the Consideration Limit) shall not, in the aggregate, not exceed fifteen seven and a half percent (157.5%) of the total assets such Consolidated EBITDA for such period, (iii) any such Disposition is for fair market value, (iv) not less than 75% of the Company purchase price for any such Disposition shall be paid to the Borrower or such Subsidiary in cash and its Subsidiaries(v) the Borrower shall be in pro forma compliance with Section 7.11 (determined at the time each such Disposition is made based on the financial statements received hereunder for the most recently completed Measurement Period and after giving pro forma effect to each such Disposition); provided, however, that any Disposition Dispositions made pursuant to clauses this Section (aexcluding Dispositions made pursuant to clause (j)) through (h) of assets with a fair market value in excess of the Threshold Amount shall be for fair market value. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 7.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 7.05, such Collateral (unless sold to a Loan Party) shall be sold free and clear of the Liens created 67072595_7 by the Collateral Documents, and, so long as the Borrower shall have provided the Administrative Agent such certifications or documents as Administrative Agent shall reasonably request in order to demonstrate compliance with this Section 7.05, the Administrative Agent shall take all actions they deem appropriate or that is reasonably requested by the Borrower in order to effect the foregoing.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of assets no longer used or useful in the conduct of its business; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Dispositionproperty; (d) Dispositions of property Property by any Subsidiary to a Borrower the Company or to a wholly-owned Subsidiary; provided that provided, that, if the transferor of such property is a GuarantorLoan Party, the transferee thereof must either be to (i) the Company, (ii) another Loan Party, or (iii) a joint venture or Subsidiary (that is not a 3775032.13 Loan Party), provided, that, in the case of a Disposition under this clause (iii), the following conditions shall be satisfied: (A) upon giving pro forma effect to such Disposition, Aggregate Availability is greater than the Trigger Threshold for each of the thirty (30) days preceding such Disposition and as of such Disposition; (B) the Borrowers shall demonstrate to the reasonable satisfaction of the Administrative Agent that, after giving pro-forma effect to such Disposition, the Company and its Subsidiaries on a consolidated basis shall have a Consolidated Fixed Charge Coverage Ratio equal to or greater than 1.0:1.0 for the trailing four fiscal quarters then ended, calculated as if such Disposition occurred on the last day of such period; except, that, the Borrowers will not be required to demonstrate compliance with this clause (B) if, upon giving pro forma effect to such Disposition, Aggregate Availability is equal to or greater than 17.5% of the Aggregate Borrowing Base for each of the thirty (30) days preceding such Disposition and as of such Disposition; (C) the aggregate value (determined as the higher of cost or market) of Property Disposed of in reliance on this clause (iii) shall not exceed $20,000,000 for a single Disposition or $40,000,000 for all Dispositions during the term of this Agreement; (D) if the value of the Property disposed of in connection with such Disposition exceeds $5,000,000 and is included in the Borrowing Base, Borrowers shall (at least 5 Business Days prior to such Disposition) deliver an updated Borrowing Base Certificate under Section 6.01(e) that gives pro forma effect to such Disposition; and (E) no Default or Event of Default shall have occurred and be continuing or would result therefrom; (e) Dispositions permitted by Section 7.04; (f) Dispositions non-exclusive licenses of Subsidiaries IP Rights in the ordinary course of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are business and substantially consistent with past practice for terms not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefromexceeding five years; (g) Dispositions the Equity Interests of Eligible Student Accounts Receivable; providedany Subsidiary may be sold, however, that transferred or otherwise disposed of to the gross book value Company or any wholly-owned Subsidiary of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, exceed $50,000,000 in any fiscal yearCompany; and (h) any other Disposition Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05 so long as for fair consideration, provided that (i) at the time of such Disposition, no Event Default shall exist or would result from such Disposition, (ii) at least 75% of Default has occurred the aggregate consideration received by the applicable Loan Party in connection with such Disposition shall be in the form of cash or cash equivalents, (iii) if the value of the Property disposed of in connection with such Disposition exceeds $5,000,000 and is continuing immediately before and after giving included in the Borrowing Base, Borrowers shall (at least 5 Business Days prior to such Disposition) deliver an updated Borrowing Base Certificate under Section 6.01(e) that gives pro forma effect to such Disposition Disposition; and (iiiv) the book value of the assets so property Disposed of as permitted by in reliance on this Section 7.05(hclause (h) in any fiscal year shall not, in the aggregate, exceed fifteen not represent more than twenty percent (1520%) of the total consolidated assets of the Company and its Subsidiaries; Subsidiaries as of the end of the immediately preceding fiscal year of the Company. provided, however, that any Disposition pursuant to clauses subsections (a) through (h) shall be for fair market valuevalue and provided that no U.K. Loan Party may dispose of any Account subject to an English law fixed charge granted or purported to be granted by such U.K. Loan Party pursuant to the Security Documents without the prior consent of the Administrative Agent.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Dispositionproperty; (d) Dispositions of property by any Subsidiary to a the Borrower or to a wholly-owned Material Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be to another Loan Partythe Borrower or a Guarantor; (e) subject to any conditions thereto set forth herein or in any other Loan Document, Dispositions permitted by Section 7.04; (f) Dispositions non-exclusive licenses of Subsidiaries IP Rights in the ordinary course of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are business and substantially consistent with past practice for terms not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefromexceeding five years; (g) Dispositions Disposition of Eligible Student Accounts ReceivableInvestment in Find.com or sale of assets therein; provided, howeverthat, that (A) the gross book value Net Procxxxx xxereof shall be applied immediately to prepay the Outstanding Amount of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(gany Revolving Credit Loans (and if none are outstanding, to Cash Collateralize any L/C Obligations), and (B) such Disposition shall notbe fully consummated no later than December 31, in the aggregate, exceed $50,000,000 in any fiscal year2005; and (h) any other Disposition Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05 so long as 7.05; provided that (i) at the time of such Disposition, no Event of Default has occurred and is continuing immediately before and after giving effect to shall exist or would result from such Disposition and (ii) the aggregate book value of the assets so all property Disposed of as permitted by in reliance on this Section 7.05(hclause (h) in any fiscal year shall not, in the aggregate, not exceed fifteen percent (15%) of the total assets of the Company and its Subsidiaries$150,000; provided, however, that any Disposition pursuant to clauses (a) through (h) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquiredThe Borrower shall prepay the Loans and/or provide Cash Collateral for the LC Exposure as hereinafter provided, in an aggregate amount equal to 100% of the ordinary course Net Cash Proceeds of business; all sales, transfers and dispositions of property pursuant to Sections 8.5(d), (be) Dispositions of inventory in the ordinary course of business; or (c) Dispositions of equipment or real property h), to the extent that (iA) the aggregate of such Net Cash Proceeds pursuant to (1) Section 8.5(d) exceeds $5,000,000 in the aggregate during the period from the Seventh Amendment Effective Date through the Revolving Commitment Termination Date, (2) Section 8.5(e) exceeds $5,000,000 in the aggregate during the period from the Seventh Amendment Effective Date through the Revolving Commitment Termination Date, and/or (3) Section 8.5(h) exceeds $5,000,000 in the aggregate during the period from the Seventh Amendment Effective Date through the Revolving Commitment Termination Date, and (B) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition Net Cash Proceeds are reasonably promptly applied to the purchase price of such replacement property not reinvested in Eligible Assets within 180 days of such Disposition; (d) Dispositions of property by any Subsidiary to a Borrower or to a wholly-owned Subsidiary; provided that if the transferor date of such property is sale, transfer or disposition. Any prepayment pursuant to this clause (ii) shall permanently reduce the Aggregate Revolving Commitment Amount on a Guarantor, the transferee thereof must dollar for dollar basis and shall be to another Loan Party; (e) Dispositions permitted by Section 7.04; (f) Dispositions of Subsidiaries of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date applied as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefrom;clause (iv) below. (gn) Dispositions of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this The second proviso in Section 7.05(g) shall not, in the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition not otherwise permitted under this Section 7.05 so long as (i) no Event of Default has occurred and is continuing immediately before and after giving effect to such Disposition and (ii) the book value of the assets so Disposed of as permitted by this Section 7.05(h) shall not, in the aggregate, exceed fifteen percent (15%2.23(b) of the total assets Credit Agreement is hereby amended to read as follows: provided, further, that, except to the extent otherwise expressly agreed by the affected parties (and, in any event, subject to Section 11.17), no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender. (o) Section 6.1(d) of the Company and its Subsidiaries; provided, however, that any Disposition pursuant Credit Agreement is hereby amended to clauses (a) through (h) shall be for fair market value.read as follows:

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:except (without duplication): (a) Dispositions of obsolete obsolete, surplus or worn out propertyproperty or property that is no longer used or useful for the business of the Parent, CDI Vessel or any Subsidiary, whether now owned or hereafter acquired, in each case in the ordinary course of business; (b) Dispositions of inventory and Cash Equivalents, charters of vessels, and leases of equipment, in each case in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property Parent, CDI Vessel or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Disposition; (d) Dispositions of property by any Subsidiary to a Borrower or to a wholly-owned Wholly Owned Subsidiary; provided that if the transferor of such property is the Parent, CDI Vessel, or a Subsidiary Guarantor, the transferee thereof must either be to another Loan Partythe Parent, CDI Vessel or a Subsidiary Guarantor; (d) (i) Dispositions permitted by Section 7.04, and (ii) Restricted Payments permitted by Section 7.06; (e) Dispositions in connection with any sale and leaseback transaction otherwise permitted by Section 7.04hereunder in an amount not to exceed $10,000,000 in the aggregate for any fiscal year; (f) Dispositions in the ordinary course of Subsidiaries business, in one transaction or a series of the Companyrelated transactions, or of assets (other than Equity Interests of Subsidiaries) of either Borrower or lines of businesses comprising campus locations, including those as of its Subsidiaries with a fair market value not exceeding $2,500,000 for each such Disposition and $2,500,000 in the Closing Date as set forth aggregate for all such Dispositions in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefromany fiscal year; (g) Dispositions of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, exceed $50,000,000 in any fiscal year; and[Intentionally left blank]; (h) the Disposition of assets received pursuant to Section 7.02(e)(ii); (i) the grant in the ordinary course of business of any non-exclusive license of patents, trademarks, registrations therefor and other similar intellectual property; (j) any Disposition of assets pursuant to (i) a condemnation, appropriation, seizure or similar taking or proceeding by a Governmental Authority or (ii) the requirement of, or at the direction of, a Governmental Authority; (k) [Intentionally left blank]; (l) Dispositions of assets, other than Collateral, constituting non-cash contributions to a joint venture to the extent such Investment is permitted pursuant to Section 7.02(g) (for the purpose of determining compliance with the limitations of such Section, the assets shall be valued at the value attributed thereto in the applicable joint venture agreement or, if greater, fair market value); (m) The exchange of any vessel (other than a vessel that is subject to a Vessel Mortgage) for any vessel of equivalent value (including any cash or Cash Equivalents necessary in order to achieve an exchange of equivalent value); (n) The Parent or any Subsidiary may Dispose of (including by means of a merger of such Subsidiary) the Equity Interests of a Subsidiary (other than CDI Vessel); provided that (i) no less than all of the Equity Interests of the Parent and its Subsidiaries in the applicable Subsidiary are Disposed of concurrently, (ii) all such Dispositions shall be made for fair market value and (iii) the Subsidiary so Disposed of shall not, on an aggregate basis with all other Subsidiaries Disposed of pursuant to this Section 7.05(n), account for (y) assets having an aggregate book value of greater than 5% of the consolidated total assets of the Parent and its Subsidiaries or (z) Consolidated EBITDA exceeding 5% of the Consolidated EBITDA of the Parent, in each case determined as of the end of the fiscal quarter most recently ended; (o) The granting of any Lien permitted hereunder and dispositions of property subject to any such Lien that is transferred to the lienholder or its designee in satisfaction or settlement of such lienholder’s claim; (p) Dispositions of assets (other than a vessel that is subject to a Vessel Mortgage) not otherwise permitted under this Section 7.05 so long as 7.05; provided that (i) at the time of such Disposition, no Event of Default has occurred and is continuing immediately before and after giving effect to shall exist or would result from such Disposition and (ii) the aggregate book value of all assets Disposed of in reliance on this clause (p) from and after the Closing Date, together with the aggregate book value of the assets so of all Subsidiaries Disposed of as permitted by this Section 7.05(hpursuant to clause (n) above since the Closing Date, shall not, in the aggregate, not exceed fifteen percent (15%) % of the total book value of all assets of the Company Parent and its SubsidiariesSubsidiaries as of the end of the most recent fiscal quarter of the Parent; provided, however, that any Disposition pursuant to clauses (a) through (he), (j)(ii), (m), (n) and (p) shall be for fair market value. For purposes of determining compliance with this Section 7.05, the fair market value of any property Disposed of for consideration not consisting entirely of cash shall be the sum of the cash portion of the consideration, if any, and the fair market value of the non-cash portion of the consideration, as reasonably determined by the Parent in good faith.

Dispositions. Make any Disposition Disposition, or enter into permit any agreement of its Subsidiaries so to make any Dispositiondo, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of businessany Investments permitted under Section 8.5(a); (b) Dispositions of inventory Property which, in the ordinary course rea- sonable opinion of the Borrower or such Subsidiary, is obsolete or no longer useful in the conduct of its business; (c) other Dispositions of equipment or real property as to which the extent that following conditions have been satisfied: (i) such property is exchanged for credit against the purchase price no Default or Event of similar replacement property Default shall exist immediately before or after giving effect thereto, (ii) at least 75% of the proceeds total consideration received or to be received therefor by the Borrower or any of its Subsidiaries shall be payable in cash on or before the closing thereof and the total consideration shall not be less than the fair market value thereof as reasonably determined by the Managing Person of the Borrower or such Subsidiary, provided, however, that with respect to any single Disposition in -64- 70 respect of which the total consideration to be paid is less than $2,500,000, all or any portion of such consideration may be paid by a note or notes of the buyer, (iii) in the event that the Net Cash Proceeds of such Disposition are reasonably promptly applied to together with the purchase price Net Cash Proceeds of all Dispositions made during the same fiscal year exceed $3,750,000 in the aggregate, the Aggregate Revolving Credit Commitment Amount and Swing Line Commitment Amount shall be permanently reduced and the Borrower shall prepay the Loans at the times and in the amounts specified in Sections 2.6 and 2.7, if applicable, and (iv) in the event that the Net Cash Proceeds of such replacement property within 180 days Disposition together with the Net Cash Proceeds of all Dispositions made after the Effective Date exceed $35,000,000 in the aggregate, the Administrative Agent and the Required Lenders shall have consented thereto in writing and the Administrative Agent and the Lenders shall have received a certificate in respect thereto signed by an Authorized Signatory of the Borrower identifying the Property to be sold or otherwise disposed of and stating (x) that immediately before or after giving effect thereto, no Default or Event of Default shall exist, (y) that the consideration received or to be received by the Borrower or such Subsidiary for such Property has been determined by the Managing Person thereof to be not less than the fair market value of such Property and (z) the total consideration to be paid in respect of such Disposition, together with estimates of items to be deducted therefrom in arriving at the Net Cash Proceeds thereof; (d) Dispositions Disposition of property by any Subsidiary to a Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must be to another Loan PartyBorrower's structural bearings division located in Texas; (e) Dispositions consisting of transfers of assets (i) by a wholly-owned Subsidiary of the Borrower to another wholly-owned Subsidiary of the Borrower or to the Borrower and (ii) to joint ventures to the extent permitted by Section 7.04;8.5(i); and (f) Dispositions of Subsidiaries of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted Medex Stock so long as no Default has occurred Medex Stock constitutes Margin Stock and is continuing or would result therefrom; (g) Dispositions of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition not otherwise permitted under this Section 7.05 so long as (i) no Event of Default has occurred and is continuing immediately before and after giving effect to such Disposition and (ii) the book value more than 25% of the assets so Disposed of as permitted by this Section 7.05(h) shall not, in the aggregate, exceed fifteen percent (15%) of the total assets of the Company Borrower and its Subsidiaries; provided, however, that any Disposition pursuant to clauses (a) through (h) shall be for fair market valueSubsidiaries constitute Margin Stock.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory and Cemetery Property in the ordinary course of business; (c) Dispositions, 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 and not as part of any financing transaction; (d) Licenses, leases or subleases of, or easements with respect to, property in favor of third Persons, made in the ordinary course of business and not interfering in any material respect with the business of any Credit Party or materially impairing the value of the related Collateral; (e) Dispositions of equipment or real tangible personal property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (f) Dispositions of real property within 180 days by any Borrower which is not otherwise permitted under clause (b) above, together with related incidental personal property; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all such property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $10,000,000 and (iii) the purchase price for such property shall be paid to such Borrower in cash (and any Disposition Note permitted by Section 7.03(l)); (dg) Dispositions by any Borrower to any other Borrower, so long as the security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Security Documents in the assets so transferred shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer); (h) Dispositions of property Equity Interests in the Partnership by the General Partner, to the extent required under the terms of the Partnership Agreement or any Subsidiary to employee benefit plan of a Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must be to another Loan Credit Party; (ei) Dispositions constituting Permitted Liens or permitted by Section 7.04; (fj) Dispositions of Subsidiaries of the Companyproperty (real or personal), or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefrom; (g) Dispositions of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition not otherwise permitted under this Section 7.05 so long as (i) no Event of Default has occurred and is continuing immediately before and after giving effect to such Disposition and then exists or would result therefrom, (ii) each such sale is in an arm’s-length transaction and the book applicable Credit Party receives at least fair market value (as determined in good faith by such Credit Party), (iii) the total consideration received by such Credit Party is paid at the time of the assets so closing of such sale in cash (and any Disposition Note permitted by Section 7.03(l)), and (iv) the Net Cash Proceeds therefrom are applied and/or reinvested as (and to the extent) required by Section 2.05; and (k) Dispositions of Cash Equivalents made in the ordinary course of business. To the extent the Required Lenders waive the provisions of this Section 7.05 with respect to any Disposition of Collateral, or any Collateral is Disposed of as permitted by this Section 7.05(h) shall not7.05, in the aggregate, exceed fifteen percent such Collateral (15%) of the total assets of the Company and its Subsidiaries; provided, however, that any Disposition pursuant unless transferred to clauses (a) through (ha Credit Party) shall be for fair market valueDisposed of free and clear of the Liens created by the Security Documents and the Administrative Agent shall take such actions as are appropriate in connection therewith.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Dispositionproperty; (d) Dispositions of property by any Subsidiary to a CSI, the Borrower or to a wholly-owned Subsidiary (other than an Excluded Subsidiary unless the Disposing Party is also an Excluded Subsidiary); provided that if the transferor of such property is a Guarantor, the transferee thereof must either be to another Loan PartyCSI, Borrower or any other Guarantor; (e) Dispositions permitted by Section 7.048.04; (f) Dispositions of by CSI and its Subsidiaries of the Companyproperty pursuant to sale-leaseback transactions, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefrom; (g) Dispositions of Eligible Student Accounts Receivable; provided, however, provided that the gross book value of all Dispositions property so Disposed of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, not exceed $50,000,000 10,000,000 in any fiscal year; and (g) non-exclusive licenses of intellectual property rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years; (h) any other subject to Section 8.08, and provided that at the time of such Disposition not otherwise permitted under this Section 7.05 so long as (i) no Event of Default has occurred and is continuing immediately before and after giving effect to such Disposition and (ii) the book value thereto no Default or Event of the assets so Disposed of as permitted by this Section 7.05(h) shall notDefault exists or would result therefrom, in the aggregate, exceed fifteen percent (15%) of the total assets of the Company and its Subsidiariesany other Disposition; provided, however, that any Disposition pursuant to clauses (a) through (h) above shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Dispositionproperty; (d) Dispositions of property by any Subsidiary other Loan Party to a Borrower the Company or to another Loan Party that is a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be to another Loan Partythe Company or a Subsidiary Guarantor; (e) Dispositions permitted by Section 7.04; (f) Dispositions of by the Company and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the Company, or book value of assets or lines all property so Disposed of businesses comprising campus locations, including those as shall not exceed $30,000,000 from and after the Third Amendment Effective Date; (g) non-exclusive licenses of IP Rights in the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are ordinary course of business and substantially consistent with past practice for terms not set forth in Schedule 7.05 shall be permitted exceeding five years; (h) so long as no Default has occurred and is continuing or would result therefrom; , (gi) Dispositions of Eligible Student Accounts Receivableproperty owned by Adhesion or any of its Subsidiaries to the extent such property is no longer useful in the operations of the Company (after giving effect to the Adhesion Acquisition); provided, however, provided that the gross aggregate book value of all Dispositions property so Disposed of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, not exceed $50,000,000 in any fiscal year10,000,000 and (ii) Disposition of the Excluded Kansas City Property; and (hi) any Dispositions by the Company and the other Disposition Loan Parties not otherwise permitted under this Section 7.05 so long as 7.05; provided that (i) at the time of such Disposition, no Event of Default has occurred and is continuing immediately before and after giving effect to shall exist or would result from such Disposition and (ii) the aggregate book value of the assets so all property Disposed of as permitted by in reliance on this Section 7.05(hclause (i) in any fiscal year shall not, in the aggregate, not exceed fifteen percent (15%) of the total assets of the Company and its Subsidiaries$5,000,000; provided, however, that any Disposition pursuant to clauses (a) through (hi) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any DispositionDisposition (other than, to the extent notice has been provided pursuant to Section 6.03(e), any agreement to consummate a Disposition that, upon consummation, would result in a Change of Control), except: (a) Dispositions any Disposition of obsolete Property not constituting Term Loan Priority Collateral (i) for which the total consideration shall be in an amount not less than the fair market value of the Property disposed of, (ii) that does not involve a sale or worn out propertyother disposition of receivables, whether now owned and (iii) for which the aggregate net book value of all of the assets sold or hereafter acquired, otherwise disposed of by the Borrower and its Subsidiaries in all such transactions occurring after the Closing Date shall not exceed $4,000,000 in the ordinary course of businessaggregate; (b) Dispositions of inventory in the ordinary course of businesspermitted by Sections 7.02, 7.04, 7.06 and Liens permitted by Section 7.01; (c) Dispositions in the Ordinary Course of equipment Business of (i) Equipment that is no longer used or real property useful in the conduct of business which is not included in the Term Loan Borrowing Base and (ii) so long as no Default or Event of Default then exists or would arise therefrom, other Equipment consisting of Eligible Machinery and Equipment which is included in the Term Loan Borrowing Base prior to such Disposition or Involuntary Disposition, in the Ordinary Course of Business and subject to Section 2.05(b), to the extent that (iA) such property Disposition is exchanged made for credit against the purchase price of similar replacement property or fair market value, (iiB) the proceeds Net Cash Proceeds paid in cash for any such Disposition is not less than the Appraised Value as reflected in the most recent appraisal of such Disposition are reasonably promptly applied to Equipment (or, if the purchase price Appraised Value is not detailed for such particular piece of Equipment, not less than the greater of (x) the then fair market value thereof and (y) book value), and (C) the aggregate amount of all such replacement property within 180 days Dispositions shall not exceed $1,000,000 during any period of such Dispositiontwelve consecutive months; (d) Dispositions as long as no Default or Event of property by Default then exists or would arise therefrom, sales of Real Property, to the extent that, (i) the Net Cash Proceeds paid in cash for any Subsidiary such sale is not less than, with respect to a Borrower or to a wholly-owned Subsidiary; provided that if any Real Property Collateral, 90% of the transferor Appraised Value of such property Real Property Collateral as reflected in the most recent Real Property Appraisal (or, with respect to other Real Property Collateral for which there is a Guarantorno Real Property Appraisal, for not less than the greater of 90% of (x) the then fair market value thereof and (y) book value), (ii) the Net Cash Proceeds of such sale are utilized to repay the Obligations pursuant to Section 2.05(b); provided, the transferee thereof must be foregoing shall not apply to another Loan Partythe South Gate Disposition; (e) Dispositions permitted by Section 7.04;the lapse, abandonment or cancellation of immaterial Intellectual Property which is no longer used or useful in any material respect in the Business of the Loan Parties; and (f) Dispositions of Subsidiaries of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefromInvoluntary Dispositions; (g) Dispositions the Disposition of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, Equipment which is not included in the aggregateTerm Loan Borrowing Base, exceed $50,000,000 to the extent that each such Disposition is made for fair market value; (h) the South Gate Disposition and/or, subject to Section 7.13, any Sale Leaseback Transaction entered into in any fiscal yearconnection therewith; and[reserved]; and (h) any other Disposition not otherwise permitted under this Section 7.05 so long as (i) no Event of Default has occurred and is continuing immediately before and after giving effect to such the Disposition and (ii) the book value of the assets so Disposed of as permitted by this Section 7.05(h) shall not, in the aggregate, exceed fifteen percent (15%) of the total assets of the Company and its Subsidiaries; provided, however, that any Disposition pursuant to clauses (a) through (h) shall be for fair market valueVicksburg Property.[reserved].

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property Real Property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied within 180 days to the purchase price of such replacement property within 180 days and such replacement property is made subject to the Lien of such Dispositionthe Collateral Documents in accordance with the provisions of this Agreement; (d) Dispositions of property by any Subsidiary to a the Borrower or to a whollyWholly-owned Owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be to another Loan Partythe Borrower or a Guarantor; (e) Dispositions permitted by Section 7.04; (f) Dispositions non-exclusive licenses of Subsidiaries of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefrom;IP Rights; and (g) Dispositions of Eligible Student Accounts Receivable; provided, however, that by the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition Borrower and its Subsidiaries not otherwise permitted under this Section 7.05 so long as 7.05; provided that (i) at the time of such Disposition, no Event of Default has occurred and is continuing immediately before and after giving effect to shall exist or would result from such Disposition and Disposition, (ii) the book Secured Leverage Ratio is no more than 1.25 to 1.00 on a Pro Forma Basis for such Disposition, (iii) the aggregate fair market value of the assets so all property Disposed of as permitted by in reliance on this Section 7.05(hclause (g) in any fiscal year shall notnot exceed $75,000,000, (iv) the aggregate fair market value of all property Disposed of in reliance on this clause (g) since the aggregate, Closing Date shall not exceed fifteen percent $150,000,000 and (15%v) at least 75% of the total assets purchase price for such asset shall be paid to the Borrower or such Subsidiary in cash (it being understood that during the term of this agreement the Borrower may count an aggregate of $10,000,000 of notes receivable paid as consideration as cash so long as such notes have been converted to cash within 180 days of receipt and have been pledged to the Administrative Agent for the benefit of the Company and its SubsidiariesSecured Parties); provided, however, that any Disposition pursuant to clauses (aSection 7.05(a) through (hSection 7.05(g) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out propertyproperty or property no longer used or useful in the business, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory and other property in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Dispositionproperty; (d) Dispositions of property by any Subsidiary to a the Borrower or to a wholly-owned SubsidiarySubsidiary of the Borrower; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be to another Loan Partythe Borrower or a Guarantor; (e) Dispositions permitted by Section 7.04Sections 7.01, 7.03, 7.04 and 7.06; (f) Dispositions non-exclusive licenses of Subsidiaries IP Rights in the ordinary course of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are business and substantially consistent with past practice for terms not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefromexceeding five years; (g) Dispositions of Eligible Student Accounts Receivable; provided, however, that by the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition Borrower and its Subsidiaries not otherwise permitted under this Section 7.05 so long as 7.05; provided that (i) at the time of such Disposition, no Default or Event of Default has occurred and is continuing immediately before and after giving effect to shall exist or would result from such Disposition and (ii) the book value purchase price for such asset shall be paid to the Borrower or such Subsidiary at least 75% in cash and the Net Cash Proceeds thereof are used in accordance with Section 2.04(b)(ii); and (h) Dispositions of delinquent accounts receivable or delinquent notes receivable arising in the ordinary course of business to the extent reasonably necessary in order to prevent or limit loss, provided that the Net Cash Proceeds thereof do not exceed $3,500,000 in any fiscal year of the assets so Disposed of as permitted by this Section 7.05(h) shall not, in the aggregate, exceed fifteen percent (15%) of the total assets of the Company and its SubsidiariesBorrower; provided, however, provided that any Disposition pursuant to clauses Sections 7.05(a), (ab), (c), (f), (g) through and (h) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Permitted Transfers; (b) Dispositions of obsolete or worn out property, or property no longer used in the business of the Borrower or its Subsidiaries, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Dispositionproperty; (d) Dispositions of property by any Subsidiary to a Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must be to another Loan Party; (e) Dispositions permitted by Section 7.04; (fe) Dispositions of by the Borrower and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the Company, or book value of assets or lines all property so Disposed of businesses comprising campus locations, including those as of shall not exceed (i) $5,000,000 from and after the Closing Date as set forth or (ii) $5,000,000 in Schedule 7.05 heretoany fiscal year; (f) non-exclusive licenses of trademarks, providedservice marks, that those that are trade names, copyrights, patents, patent rights, trade secrets, know-how, franchises, licenses and other intellectual property rights in the ordinary course of business and substantially consistent with past practice for terms not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefrom;exceeding five years; and (g) other Dispositions of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition not otherwise permitted under this Section 7.05 so long as (i) no Event at least 75% of Default has occurred the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the transaction and is continuing immediately before and after giving effect to such Disposition and shall be in an amount not less than the fair market value of the property disposed of, (ii) such transaction does not involve the sale or other disposition of a minority Equity Interests in any Subsidiary, (iii) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other property concurrently being disposed of in a transaction otherwise permitted under this Section 7.05, and (iv) the aggregate net book value of all of the assets so Disposed sold or otherwise disposed of as permitted by this Section 7.05(h) shall not, the Loan Parties and their Subsidiaries in the aggregate, exceed fifteen percent (15%) all such transactions in any fiscal year of the total assets of the Company and its Subsidiaries; provided, however, that any Disposition pursuant to clauses (a) through (h) Borrower shall be for fair market valuenot exceed $5,000,000.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out propertyproperty or other property not necessary for the principal business operations disposed of in the ordinary course of business, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory and Cash Equivalents in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Dispositionproperty; (d) Dispositions of property by any Subsidiary to a Borrower the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is (i) a GuarantorLoan Party, the transferee thereof must be to another a Loan PartyParty and (ii) a Restricted Subsidiary, the transferee thereof must either be a Loan Party or a Restricted Subsidiary; (e) Dispositions permitted by Section Sections 7.02 and 7.04; (f) Dispositions of by the Company and its Restricted Subsidiaries of the Companyproperty pursuant to sale-leaseback transactions, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefrom; (g) Dispositions of Eligible Student Accounts Receivable; provided, however, provided that the gross book value of all Dispositions property so Disposed of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, not exceed $50,000,000 in any fiscal year; (g) the sale, without recourse, other than for misrepresentation, by any such Restricted Subsidiary of the Company of accounts receivable having a value, net of all allowances and discounts, not to exceed during any fiscal year of the Company an aggregate Dollar value of $70,000,000 for all such sales, which receivables shall be payable by Persons who are not United States citizens or organized and existing under the laws of the United States or a state or territory thereof; and (h) any the sale or other Disposition disposition of such other assets in an aggregate amount not otherwise permitted under this Section 7.05 so long as to exceed an amount which is equal to 10% of Consolidated Total Assets (idetermined by reference to the Company’s financial statements most recently delivered pursuant to Sections 6.01(a) no Event or 6.01(b) or, if prior to the date of Default has occurred and is continuing immediately before and after giving effect the delivery of the first financial statements to be delivered pursuant to such Disposition and (iiSections, the most recent financial statements referred to in Sections 5.05(a) the book value of the assets so Disposed of as permitted by this Section 7.05(hor 5.05(b)) shall not, in the aggregate, exceed fifteen percent (15%) of the total assets any fiscal year of the Company and its Subsidiaries(provided that no such sale or disposition may be made after the occurrence or during the continuance of any event or condition which would, or would with the giving of notice or the lapse of time or both, constitute an Event of Default); provided, however, that any Disposition pursuant to clauses subsections (a) through (f) and subsection (h) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of (i) obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of businessbusiness or (ii) property which the Borrower in good faith determines is no longer used or useful in the conduct of the business of the Borrower and its Subsidiaries; (b) Dispositions of inventory and immaterial assets in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly are, within 365 days after such Disposition, applied to the purchase price of such replacement property within 180 days of such Dispositionproperty; (d) Dispositions of property by (x) the Borrower to any Guarantor and (y) any Subsidiary to a the Borrower or to a wholly-owned wholly‑owned Subsidiary; provided that for Dispositions described in clause (y) above, if the transferor of such property is a Guarantor, (i) the transferee thereof must either be the Borrower or a Guarantor and (ii) to another Loan Partythe extent such transaction constitutes an Investment, such transaction is permitted under Section 7.03; (e) (i) Dispositions permitted by Section 7.047.04 and (ii) the grant of any Lien permitted by Section 7.01; (f) (i) Dispositions of Subsidiaries cash or Cash Equivalents and (ii) Dispositions of accounts receivable in connection with the Company, collection or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefromcompromise thereof; (g) Dispositions Non‑exclusive licenses of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, IP Rights in the aggregateordinary course of business; (h) concurrently with the acquisition of any fixed or capital assets, exceed $50,000,000 the sale and leaseback thereof so long as such lease is an operating lease and such acquisition, sale and leaseback transaction was entered into in any fiscal yearorder to obtain favorable governmental pricing of such assets; and (hi) any other Disposition Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05 so long as 7.05; provided that (i) at the time of such Disposition, no Event of Default has occurred and is continuing immediately before and after giving effect to shall exist or would result from such Disposition and Disposition, (ii) the book aggregate fair market value of the assets so all property Disposed of as permitted by in reliance on this Section 7.05(hclause (i) during the term of this Agreement shall not, not exceed 15% of the Consolidated Total Assets of the Borrower in any one fiscal year and 20% of the Consolidated Total Assets of the Borrower in the aggregateaggregate since the Restatement Closing Date (in each case, exceed fifteen percent (15%) determined as of the total assets date of the Company and its Subsidiaries; provided, however, that any Disposition most recently delivered financial statements pursuant to clauses (a) through (h) shall be for fair market value.Section 6.01 or, prior to the first delivery of such financial statements,

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete obsolete, excess or worn out propertyproperty or property no longer used in the business of the Borrower or its Subsidiaries, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory or products in the ordinary course of business and the granting of any option or other right to purchase, lease or otherwise acquire inventory or products in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Dispositionproperty; (d) Dispositions of property by any Subsidiary to a the Borrower or to a wholly-owned Subsidiaryany of its Subsidiaries; provided that if the transferor of such property is a GuarantorLoan Party, the transferee thereof must be to another a Loan Party; (e) Dispositions permitted by Section 7.04; (f) Dispositions of by the Borrower and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the Company, book value of all property so Disposed of shall not exceed (i) $25,000,000 from and after the Amendment and Restatement Effective Date or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth (ii) $5,000,000 in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefromany fiscal year; (g) Dispositions leases, subleases, licenses or sublicenses of Eligible Student Accounts Receivable; provided, however, that real or personal property in the gross book value ordinary course of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall notbusiness, in each case that do not materially interfere with the aggregate, exceed $50,000,000 in any fiscal year; andbusiness of the Borrower and its Subsidiaries; (h) any other Disposition not otherwise permitted under this Section 7.05 so long as additional Dispositions by the Borrower and its Subsidiaries; provided that (i) at the time of such Disposition, no Event of Default has occurred and is continuing immediately before and after giving effect to shall exist or would result from such Disposition and Disposition, (ii) the book aggregate fair market value of the assets so all property Disposed of as permitted by in reliance on this Section 7.05(h) shall not, in the aggregate, exceed fifteen percent (15%) of the total assets of the Company and its Subsidiaries; provided, however, that any Disposition pursuant to clauses (a) through clause (h) since the Amendment and Restatement Effective Date shall not exceed $150,000,000 and (iii) the Borrower or such Subsidiary shall receive not less than 75% of the consideration in such Disposition in the form of cash and Cash Equivalents; (i) so long as no Event of Default shall occur and be for fair market value.continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(h);

Dispositions. Make Effect any Disposition or enter into of any agreement to make any DispositionProperty, exceptexcept that the following shall be permitted: (a) Dispositions of (x) worn out, obsolete or worn out propertysurplus Property by Borrower or any of its Restricted Subsidiaries in the ordinary course of business, whether now owned (y) Property no longer used or hereafter acquireduseful or economically practicable to maintain in the conduct of the business of the Companies and (z) the abandonment, transfer, assignment, cancellation, lapse or other Disposition of Intellectual Property that is, in the reasonable good faith judgment of Borrower or such Restricted Subsidiary, no longer economically practicable or commercially desirable to maintain or useful in the conduct of the business of the Companies, taken as a whole; (b) Dispositions; provided that (i) any such Disposition is made for Fair Market Value, (ii) no Event of Default is continuing at the time of such Disposition or would result therefrom (or, at the election of Borrower, at the time the definitive agreement with respect to such Disposition is entered into) and (iii) with respect to any Disposition pursuant to this clause (b) for a purchase price in excess of the greater of (x) $25,000,000 and (y) 10% of Consolidated EBITDA (calculated on a Pro Forma Basis) for the most recently ended Test Period at the time of such Disposition (or, at the election of Borrower, at the time the definitive agreement with respect to such Disposition is entered into), at least 75% of the consideration payable in respect of such Disposition of Property shall be in the form of cash or Cash Equivalents; provided, however, that for the purposes of this clause (iii), the following shall be deemed to be cash: (A) any liabilities (as shown on the most recent balance sheet of Borrower provided hereunder or in the footnotes thereto) of Borrower or any Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the Obligations, that are (x) assumed by the transferee with respect to the applicable Disposition or (y) otherwise cancelled, extinguished or terminated in connection with the transactions relating to such Disposition, (B) any securities received by Borrower or any Restricted Subsidiary from such 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 (C) any Designated Non-Cash Consideration received by Borrower or any Restricted Subsidiary 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 (b) that is at that time outstanding, not in excess of the greater of (x) $25,000,000 and (y) 10% of Consolidated EBITDA (calculated on a Pro Forma Basis) for the most recently ended Test Period 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; (c) leases, subleases, or licenses or sublicenses of real or personal Property (including Intellectual Property or other general intangibles) to third parties in the ordinary course of business; (bd) Dispositions of inventory 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; (e) Permitted Liens pursuant to Section 6.02; (f) (x) Investments pursuant to Section 6.04 and (y) intercompany Dispositions among the Companies (other than Holdings); (g) Dispositions in connection with any merger, consolidation and other transaction made pursuant to Section 6.05; (h) Dividends in compliance with Section 6.08 and prepayments of Junior Indebtedness pursuant to Section 6.11; (i) (x) sales of inventory, goods and other assets in the ordinary course of business and (y) Dispositions of cash and Cash Equivalents in the ordinary course of business; (cj) any Disposition of Property that constitutes a Casualty Event; (k) Borrower and any Restricted Subsidiary may settle, discount, write off, forgive or cancel any Indebtedness owing by any present or former consultants, managers, directors, officers or employees of any Company (or any direct or indirect parent thereof) or any of their successors or assigns; (l) sale, forgiveness, or discount of customer delinquent notes or accounts receivable in the ordinary course of business (excluding, in all events, the Disposition of accounts receivable pursuant to any factoring or receivables securitization agreement or arrangement); (m) Dispositions of immaterial Equity Interests to qualified directors where required by applicable law or to satisfy other similar requirements of applicable law with respect to the ownership of Equity Interests; (n) any trade-in of equipment or real property other Property in exchange for other equipment or other replacement Property; (o) the unwinding of any Hedging Agreement pursuant to its terms; (p) surrender or waiver of contractual rights and settlement or waiver of contractual or litigation claims in the ordinary course of business and consistent with past practice; (q) any issuance, sale or pledge of Equity Interests in, or any sale or pledge of Indebtedness, or other securities of, an Unrestricted Subsidiary; (r) Sale and Leaseback Transactions in an amount not to exceed in the aggregate the greater of (x) $20,000,000 and (y) 5% of Consolidated EBITDA (calculated on a Pro Forma Basis) for the most recently ended Test Period at the time of any such Sale and Leaseback Transaction; (s) Dispositions of leases entered into in the ordinary course of business, to the extent that they do not materially interfere with the business of the Companies; (t) intercompany Dispositions among the Companies (other than Holdings) in connection with and to the extent necessary to consummate the Post-Closing Reorganization; (u) sales of any non‑core assets acquired in connection with any Permitted Acquisitions, other acquisition or other Investment permitted hereunder; (v) any Disposition of Property to the extent that (i1) such property Property is exchanged for credit against the purchase price of similar replacement property Property that is purchased within 270 days thereof or (ii2) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property Property (which replacement Property is actually purchased within 180 270 days of such Dispositionthereof); (dw) Dispositions sales of property by any Subsidiary to a Borrower Margin Stock for Fair Market Value payable in cash or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must be to another Loan Party; (e) Dispositions permitted by Section 7.04; (f) Dispositions of Subsidiaries of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefrom; (g) Dispositions of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, exceed $50,000,000 in any fiscal yearCash Equivalents; and (hx) any swap of assets in exchange for services or other Disposition not otherwise permitted assets of such Person in the ordinary course of business of comparable or greater Fair Market Value or usefulness to the business of the Companies, taken as a whole, as determined in good faith by Borrower. To the extent the requisite Lenders under the applicable provisions set forth in Section 11.02(b) waive the provisions of this Section 7.05 so long as (i) no Event 6.06, with respect to the sale of Default has occurred and any Collateral, or any Collateral is continuing immediately before and after giving effect to such Disposition and (ii) the book value of the assets so Disposed of sold as permitted by this Section 7.05(h) shall not6.06, in the aggregate, exceed fifteen percent such Collateral (15%) of the total assets of the Company and its Subsidiaries; provided, however, that any Disposition pursuant unless sold to clauses (a) through (ha Loan Party) shall be for fair market valuesold free and clear of the Liens created by the Security Documents without any further action by or consent from Administrative Agent, Collateral Agent or any Lender, and, so long as Borrower shall have previously provided to the Collateral Agent and the Administrative Agent such certifications or documents as the Collateral Agent and/or the Administrative Agent shall reasonably request in order to demonstrate compliance with this Section 6.06, the Collateral Agent shall take all actions it deems necessary or reasonable in order to effect the foregoing.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or property, (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days or (iii) the Board of Directors or senior management of the Borrower or such DispositionSubsidiary has determined in good faith that the failure to replace such property will not be detrimental to the business of the Borrower or such Subsidiary; (d) Dispositions of property by any Subsidiary to a the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must be to another Loan Party; (e) Dispositions permitted by Section 7.04; (f) Dispositions of Subsidiaries other assets of the Company, Borrower or any Subsidiary of the Borrower provided the aggregate value of assets or lines so disposed of businesses comprising campus locations, including those in any one Fiscal Year does not exceed an amount equal to 5% of Consolidated Net Worth as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefromend of the immediately preceding Fiscal Year; (g) Dispositions of Eligible Student Accounts Receivable; provided, however, that Equity Interests and assets of Weldsonix; (h) Dispositions in connection with any sale-leaseback of the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, exceed $50,000,000 in any fiscal yearNew Facility; and (hi) any other Disposition not otherwise permitted under this Section 7.05 so long as (i) there exists no Event of Default has occurred and is continuing immediately before and after giving effect to any such Disposition and transaction, Dispositions not otherwise permitted in clauses (iia) through (h) above, the book value Net Cash Proceeds of the assets so Disposed of as permitted by this which are applied in accordance with Section 7.05(h) shall not, in the aggregate, exceed fifteen percent (15%) of the total assets of the Company and its Subsidiaries2.06(d); provided, however, that any Disposition pursuant to clauses (a) through (h) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of (i) obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of businessbusiness or (ii) property which the Borrower in good faith determines is no longer used or useful in the conduct of the business of the Borrower and its Subsidiaries; (b) Dispositions of inventory and immaterial assets in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly are, within 365 days after such Disposition, applied to the purchase price of such replacement property within 180 days of such Dispositionproperty; (d) Dispositions of property by (x) the Borrower to any Guarantor and (y) any Subsidiary to a the Borrower or to a wholly-owned Subsidiary; provided that for Dispositions described in clause (y) above, if the transferor of such property is a Guarantor, (i) the transferee thereof must either be the Borrower or a Guarantor and (ii) to another Loan Partythe extent such transaction constitutes an Investment, such transaction is permitted under Section 7.03; (e) (i) Dispositions permitted by Section 7.047.04 and (ii) the grant of any Lien permitted by Section 7.01; (f) (i) Dispositions of Subsidiaries cash or Cash Equivalents and (ii) Dispositions of accounts receivable in connection with the Company, collection or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefromcompromise thereof; (g) Dispositions Non-exclusive licenses of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, IP Rights in the aggregateordinary course of business; (h) concurrently with the acquisition of any fixed or capital assets, exceed $50,000,000 the sale and leaseback thereof so long as such lease is an operating lease and such acquisition, sale and leaseback transaction was entered into in any fiscal yearorder to obtain favorable governmental pricing of such assets; and (hi) any other Disposition Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05 so long as 7.05; provided that (i) at the time of such Disposition, no Event of Default has occurred and is continuing immediately before and after giving effect to shall exist or would result from such Disposition and Disposition, (ii) the book aggregate fair market value of the assets so all property Disposed of as permitted by in reliance on this Section 7.05(hclause (i) during the term of this Agreement shall not, not exceed 15% of the Consolidated Total Assets of the Borrower in any one fiscal year and 20% of the Consolidated Total Assets of the Borrower in the aggregateaggregate since the Execution Date (in each case, exceed fifteen percent (15%) determined as of the total assets date of the Company most recently delivered financial statements pursuant to Section 6.01 or, prior to the first delivery of such financial statements, the Audited Financial Statements) and its Subsidiaries(iii) the price for such asset shall be paid to the Borrower or such Subsidiary for at least 75% cash consideration; (j) any Dispositions in connection with the Reorganization Transactions; and (k) any Disposition of accounts, payments, receivables, rights to future lease payments or residuals or similar rights to payment to a Securitization Subsidiary in connection with any Qualified Securitization Transaction. provided, however, that any (x) Disposition pursuant to clauses (aSection 7.05(a)(ii), Section 7.05(b) through Section 7.05(f) (hother than Section 7.05(d) and Section 7.05(e)(ii)) and Section 7.05(k) shall be for fair market value, (y) any Disposition of Equity Interests in a Subsidiary pursuant to Section 7.05(i) resulting in a Joint Venture shall only be permitted to the extent that the fair market value of the remaining Equity Interests in such Joint Venture is an Investment permitted under Section 7.03(g), and (z) any Disposition of assets to another Person pursuant to Section 7.05(i) the consideration for which are Equity Interests or other interests of another Person resulting in a Joint Venture, shall only be permitted to the extent the fair market value of such assets would constitute an Investment permitted under Section 7.03(g); provided, further, that no assets shall be Disposed of under Section 7.05(i) in connection with an asset securitization transaction (including any Securitization Transaction).

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory and Permitted Investments in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Dispositionproperty; (d) Dispositions of property by any Subsidiary to (x) a Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must be Loan Party to another Loan PartyParty or (y) a non-Loan Party Subsidiary of the Company to the Company or any Subsidiary of the Company; (e) Dispositions permitted by Section 7.04; (f) Dispositions non-exclusive licenses of Subsidiaries IP Rights in the ordinary course of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are business for terms not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefrom;exceeding five years; and (g) Dispositions of Eligible Student Accounts Receivable; provided, however, that by the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition Company and its Subsidiaries not otherwise permitted under this Section 7.05 so long as 7.05; provided, that (i) no Event of Default has occurred and is continuing immediately before and immediately after giving pro forma effect to any such Disposition, (x) no Default shall have occurred and be continuing, or would result therefrom, and (y) the Company and its Subsidiaries shall be in pro forma compliance with the financial covenants set forth in Section 7.11 then in effect, after giving effect to such Disposition (including the effect of disposed revenue and Consolidated EBITDA generation) and the use of proceeds thereof, and (ii) the aggregate Dispositions made in reliance on this clause (g) during the term of this Agreement shall not result in the Disposition of assets (A) the book value of the assets so Disposed of as permitted by this Section 7.05(h) shall not, in the aggregate, exceed fifteen percent (15%) which exceeds 25% of the total assets Consolidated Total Assets of the Company and its SubsidiariesSubsidiaries on the Company’s balance sheet as of June 30, 2015, (B) that generate more than 25% of total revenues of the Company and its Subsidiaries (calculated based on the Company’s income statement as of June 30, 2015), or (C) that generate more than 25% of the Consolidated EBITDA of the Company and its Subsidiaries (calculated based on the Company’s income statement as of June 30, 2015); provided, however, that any Disposition pursuant to clauses (a), (b), (c), (e), (f) through and (hg) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions consisting of non-exclusive licenses of IP Rights consistent with past practice, other licenses of IP Rights (other than exclusive licenses of the Specified Products) in the ordinary course of business in the biotechnology industry and licenses of research programs at Fair Market Value and on customary terms; (b) Dispositions by the Administrative Borrower and its Restricted Subsidiaries not otherwise permitted under this Section 7.05, provided that (i) no Event of Default has occurred and is continuing at such time or, on a Pro Forma Basis after giving effect to such Disposition, would result therefrom, (ii) if the aggregate Net Cash Proceeds thereof received in any fiscal year exceeds an amount equal to the sum of (x) 10% of Consolidated Net Tangible Assets (as reflected in the consolidated balance sheet of the Administrative Borrower delivered pursuant to Section 6.01(a) for the prior fiscal year, and, with respect to fiscal year 2015, reduced on a percentage basis to reflect the portion of the fiscal year remaining after the Closing Date, the “Disposition Prepayment Threshold Amount”) and (y) the Disposition Carryover Amount, such excess shall be applied to prepay the outstanding principal amount of the Loans pursuant to Section 2.05(b)(i), provided, further that in each fiscal year, Dispositions made pursuant to this clause (b) shall be deemed to utilize the Disposition Prepayment Threshold Amount before amounts comprising the Disposition Carryover Amount (if any); (c) Dispositions of (i) inventory in the ordinary course of business and (ii) Dispositions of cash and Cash Equivalents; (d) the sale or discount or factoring or other Disposition, in each case without recourse and in the ordinary course of business, of Receivable arising in the ordinary course of business (x) which are overdue or (y) which a Borrower or any Subsidiary may reasonably determine are difficult to collect; (e) Dispositions of defaulted Receivables for collection purposes for fair value; (f) Leases, subleases, licenses or sublicenses of property (excluding any licenses or sub-licenses of IP Rights) in the ordinary course of business and which do not materially interfere with the business of the Borrowers and their Subsidiaries, taken as a whole; (g) Dispositions in the ordinary course of business consisting of the abandonment of IP Rights which, in the reasonable good faith determination of the Administrative Borrower, are uneconomical, negligible, obsolete or otherwise not material in the conduct of its business; and (h) Dispositions of property by Administrative Borrower or any Subsidiary to the Administrative Borrower or to a Wholly Owned Subsidiary; provided that such transfer must be permitted as an Investment pursuant to Section 7.03; (i) Dispositions of obsolete or worn out property, in the ordinary course of business, or of property no longer used or useful in the business of the Borrowers or their Subsidiaries, in each case whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory in the ordinary course of business; (cj) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of or to Indebtedness incurred to acquire such Dispositionreplacement property; (dk) Dispositions the making of property by any Subsidiary to a Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must be to another Loan Party; (e) Dispositions Investment permitted by Section 7.04; (f) Dispositions 7.03, the creation, incurrence or assumption of Subsidiaries any Lien permitted under Section 7.01 and the making of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefrom; (g) Dispositions of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable any Restricted Payments permitted by this Section 7.05(g) shall not7.06 (in each case, in to the aggregate, exceed $50,000,000 in any fiscal yearextent constituting a Disposition); and (hl) any other Disposition not otherwise permitted under this Section 7.05 so long as (i) no Event of Default has occurred Dispositions among the Loan Parties and is continuing immediately before and after giving their Subsidiaries to effect to such Disposition and (ii) the book value of the assets so Disposed of as permitted by this Section 7.05(h) shall not, in the aggregate, exceed fifteen percent (15%) of the total assets of the Company and its Subsidiaries; provided, however, that any Disposition pursuant to clauses (a) through (h) shall be for fair market valueRestructuring.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property equipment is exchanged for credit against the purchase price of similar replacement property equipment or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Dispositionequipment; (d) Dispositions of property by any Borrower or any Subsidiary to a any other Borrower or to a wholly-owned any other Subsidiary; provided that if the transferor of that, after giving effect to such property is a GuarantorDisposition, the transferee thereof must be to another Loan Party90% Guarantor Threshold set forth in Section 6.12(b) is satisfied; (e) Dispositions of accounts receivable on a non-recourse, non-bulk sale basis for the purpose of mitigating credit risk in an aggregate amount not to exceed the greater of (i) $50,000,000 or (ii) five percent (5%) of the net book value of accounts receivable, in any fiscal year of WFS; provided that for fiscal year ending December 31, 2011, the aggregate amount of Dispositions permitted under this Section 7.05(e) shall be increased by the amount of Dispositions not utilized under this Section 7.047.05(e) in the fiscal year ending December 31, 2010; (f) Dispositions of Subsidiaries of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefrom;by Section 7.04; and (g) Dispositions of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition not otherwise permitted under this Section 7.05 so long as 7.05; provided that (i) at the time of such Disposition, no Event of Default has occurred and is continuing immediately before and after giving effect to shall exist or would result from such Disposition and Disposition, (ii) the aggregate book value of the assets so all property Disposed of as permitted by in reliance on this Section 7.05(hclause (g) in any fiscal year of WFS shall not, in the aggregate, not exceed fifteen percent (15%) 10% of the total aggregate book value of tangible assets of the Company WFS and its Subsidiaries; provided, however, that any Disposition pursuant to clauses (a) through (h) shall be for fair market valueSubsidiaries on a consolidated basis as of the end of WFS’s most recently completed fiscal year.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to in arms-length transactions in the extent that (i) such property is exchanged for credit against the purchase price ordinary course of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Dispositionbusiness; (d) Dispositions of property by any Subsidiary to a the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must be to another Loan Party; (e) Dispositions expressly permitted by Section 7.04; (f) Dispositions non-exclusive licenses of Subsidiaries IP Rights in the ordinary course of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth business in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred connection with Franchise Agreements and is continuing or would result therefromsubstantially consistent with past practice; (g) other Dispositions of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, assets in the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition not otherwise permitted under this Section 7.05 arms-length transactions so long as (i) at the time of such Disposition, no Default or Event of Default has occurred shall exist or be continuing or shall result from such Disposition, (ii) the consideration received in connection therewith consists of not less than 75% of cash and Cash Equivalents, and (iii) the aggregate proceeds from assets Disposed of pursuant to this clause (g) and clause (j) do not exceed (i) $10,000,000 during any Fiscal Year and (ii) $20,000,000 in the aggregate during the term of this Agreement; (h) the sale or issuance of (i) any Subsidiary’s Equity Interests to the Borrower or any Guarantor or (ii) any Minority Interest; (i) the leasing or sub-leasing of real property or entering into occupancy agreements with respect thereto, in each case, that would not materially interfere with the required use of such real property by the Borrower or its Subsidiaries and is continuing immediately before in the ordinary course of business at arm’s length and after giving effect on market terms; (j) Dispositions of restaurants or other assets acquired pursuant to Permitted Acquisitions that have not been rebranded as a “Noodles & Company” restaurant or other similar restaurant concept so long as the aggregate proceeds from assets Disposed of pursuant to this clause (j) and clause (g) do not exceed (i) $10,000,000 during any Fiscal Year and (ii) $20,000,000 in the aggregate during the term of this Agreement; and (k) any transfer of assets of any Loan Party to any Person other than a Loan Party in exchange for assets of such Disposition Person as part or all of the purchase price in a Permitted Acquisition; provided, that (i) such exchange is consummated on an arm’s length basis for fair consideration, and (ii) the book value of the assets so Disposed of as permitted by this provisions relating to a Permitted Acquisition shall otherwise have been complied with, including with respect to Section 7.05(h) shall not, in the aggregate, exceed fifteen percent (15%) of the total assets of the Company and its Subsidiaries; 6.12 hereof. provided, however, that any Disposition pursuant to clauses (aSection 7.05(a) through (hSection 7.05(k) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Dispositionproperty; (d) Dispositions of property by any Subsidiary to a the Domestic Borrower or to a wholly-owned wholly‑owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be to another Loan Partya Borrower or a Guarantor; (e) Dispositions permitted by Section 7.04; (f) Dispositions of Subsidiaries of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefrom; (g) Dispositions of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition Loan Parties not otherwise permitted under this Section 7.05 so long as 7.05; provided that (i) at the time of such Disposition, no Event of Default has occurred and is continuing immediately before and after giving effect to shall exist or would result from such Disposition and (ii) the aggregate book value of the assets so all property Disposed of as in reliance on this clause (f) in any fiscal year shall not exceed $100,000,000; (g) Dispositions by any Subsidiaries that are not Loan Parties not otherwise permitted by under this Section 7.05(h7.05; provided that (i) at the time of such Disposition, no Default shall notexist or would result from such Disposition and (ii) the aggregate book value of all property Disposed of in reliance on this clause (g) in any fiscal year shall not exceed $100,000,000; (h) sale of Securitization Assets pursuant to any Qualified Securitization Transactions and preliminary intercompany transfers of such assets and related rights or assets in connection therewith; (i) sales, transfers and dispositions of accounts receivable in the aggregateordinary course of business pursuant to any Permitted Receivables Facility; and (j) Dispositions made in connection with a Permitted Acquisition, exceed fifteen percent (15%) contemplated at the time of such Permitted Acquisition, and occurring within 24 months of the total assets consummation of the Company and its Subsidiariessuch Permitted Acquisition; provided, however, that any Disposition pursuant to clauses (aSection 7.05(a) through (hj) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete obsolete, damaged, worn out, used or worn out surplus property, whether now owned or hereafter acquired, in the ordinary course of businessbusiness and Dispositions of property no longer used or useful in the conduct of the business of the Borrower and the Restricted Subsidiaries; (b) Dispositions of inventory (i) inventory, (ii) equipment and goods held for sale in the ordinary course of businessbusiness and (iii) immaterial assets (considered in the aggregate) in the ordinary course of business not in excess of $1,000,000 in any fiscal year; (ci) any exchange or swap of assets, or lease, assignment or sublease of any real property or personal property for like property for use in a business not in contravention with Section 7.07 and (ii) Dispositions of equipment or real property to the extent that (ix) such property is exchanged for credit against the purchase price of similar replacement property or (iiy) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Dispositionproperty; (d) Dispositions of property by any Subsidiary to a among the Borrower or to a wholly-owned Subsidiaryand the Restricted Subsidiaries; provided that if the transferor of such property is a Guarantor, Loan Party (i) the transferee thereof must be to another a Loan Party, (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02 (other than Section 7.02(e)) or (iii) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneous with the consummation of the transaction and shall be in an amount not less than the lesser of the fair market value of the property disposed of or the minimum transfer pricing requirements determined pursuant to a transfer pricing study performed by an independent registered public accounting firm of nationally recognized standing applicable thereto; (e) Dispositions permitted by Section 7.047.02 (other than Section 7.02(e)), Section 7.04 (other than Section 7.04(g)), Section 7.06 (other Section 7.06(d)) and Section 7.13 and Liens permitted by Section 7.01 (other than Section 7.01(m)(ii)); (f) Dispositions of Subsidiaries with respect to property of the CompanyBorrower or any Restricted Subsidiary pursuant to sale-leaseback transactions; provided that, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth Net Cash Proceeds thereof are applied in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefromaccordance with Section 2.05(b)(ii); (g) Dispositions of Eligible Student Accounts Receivable(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; (h) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; (i) transfers of property subject to Casualty Events; (j) Dispositions of property not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a commitment entered into at a time when no Event of Default exists), no Event of Default shall exist or would result from such Disposition and (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $5,000,000, the Borrower or any of the Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens, other than Liens permitted by Section 7.01); provided, however, that for the gross book purposes of this clause (ii), (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, that (i) are assumed by the transferee with respect to the applicable Disposition, (ii) for which the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing or (iii) are otherwise cancelled or terminated in connection with the transaction with such transferee (other than intercompany debt owed to the Borrower or its Restricted Subsidiaries), (B) any securities, notes or other obligations or assets 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) within one hundred and eighty (180) days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value as determined by the Borrower in good faith, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $5,000,000, with the fair market value of all each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash; (k) Dispositions of Eligible Student Accounts Receivable permitted by this Investments in Joint Ventures or any Subsidiary that is not wholly owned to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture or similar parties set forth in joint venture arrangements and/or similar binding arrangements; (l) Dispositions of accounts receivable in connection with the collection, compromise or settlement thereof or in bankruptcy or similar proceedings; (m) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; (n) to the extent allowable under Section 7.05(g) shall not1031 of the Code (or comparable provision of Law of any foreign jurisdiction and, in each case, any successor provision), any exchange of like property for use in any business conducted by the aggregateBorrower or any of the Restricted Subsidiaries that is not in contravention of Section 7.07; (o) the unwinding of any Cash Management Obligations or Swap Contract; (p) sales or other dispositions by the Borrower or any Restricted Subsidiary of assets in connection with the closing or sale of an office in the ordinary course of business of the Borrower and the Restricted Subsidiaries, exceed which consist of leasehold interests in the premises of such office, the equipment and fixtures located at such premises and the books and records relating exclusively and directly to the operations of such office; provided that as to each and all such sales and closings, (A) no Event of Default shall result therefrom and (B) such sale shall be on commercially reasonable prices and term in a bona fide arm’s length transaction; (q) the lapse, abandonment or sale in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights or other IP Rights that in reasonable good faith judgment of the Borrower are no longer economically practicable or commercially desirable to maintain or used or useful in the business of the Borrower and the Restricted Subsidiaries (taken as a whole); (r) any Disposition by reason of the exercise of termination rights under any lease, sublease, license, sublicense, concession or other agreement; (s) any surrender or waiver of contractual rights or the settlement, release, recovery on or surrender of contractual rights or other claims of any kind; (t) the discount of inventory, accounts receivable or notes receivable in the ordinary course of business or the conversion of accounts receivable to notes receivable or Investments permitted hereunder; (u) any Disposition of assets of the Borrower or any Restricted Subsidiary or sale or issuance of Equity Interests of any Restricted Subsidiary, which assets or Equity Interests so Disposed have an aggregate fair market value of less than $50,000,000 5,000,000 in the aggregate for any fiscal year; and; (hv) any grant in the ordinary course of business of any license of patents, trademarks, know-how or any other IP Rights, including, but not limited to, grants of franchises or licenses, franchise or license master agreements and/or area development agreements; (w) Dispositions contemplated on the Closing Date and set forth on Schedule 7.05(w); (x) Dispositions required to be made to comply with the order of any Governmental Authority or applicable Laws; (y) the sale of motor vehicles and information technology equipment purchased at the end of an operating lease and resold thereafter; (z) Dispositions of real property and related assets in the ordinary course of business in connection with relocation activities for directors, officers, members of management, employees or consultants; (aa) the sale, transfer, license, lease or other disposition of Equity Interest in, or property of, any Subsidiary that is not a Loan Party or any Joint Venture; provided that the consideration for such sale, transfers, licenses, leases or other Dispositions shall not exceed, with respect to any individual disposition, $3,000,000; (bb) licenses and sublicenses (including with respect to IP Rights) granted to others in connection with a Disposition not otherwise permitted under this Section 7.05 so long as or Joint Ventures permitted hereunder; (cc) samples, including time limited evaluation software, provided to customers or prospective customers; (dd) de minimis amounts of equipment provided to employees; and (ee) the Borrower and any Restricted Subsidiary may (i) no Event of Default has occurred and is continuing immediately before and after giving effect convert any intercompany Indebtedness to such Disposition and Equity Interests; (ii) settle, discount, write off, forgive or cancel any intercompany Indebtedness or other obligation owing by the book Borrower or any Restricted Subsidiary; and (iii) settle, discount, write off, forgive or cancel any Indebtedness owing by any present or former consultants, directors, officers or employees of the Borrower or any Subsidiary or any of their successors or assigns, to the extent made in the ordinary course of business; provided that any Disposition of any property pursuant to Sections 7.05(b)(i), (c), (f), (g) and (j), shall be for no less than the fair market value of such property at the assets so time of such Disposition as determined by the Borrower in good faith. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05(h) 7.05 to any Person other than a Loan Party, such Collateral shall not, in the aggregate, exceed fifteen percent (15%) be sold free and clear of the total assets of Liens created by the Company Loan Documents, and its Subsidiaries; providedthe Administrative Agent and the Collateral Agent, howeveras applicable, that any Disposition pursuant to clauses (a) through (h) shall be for fair market valueauthorized to take any actions deemed appropriate in order to effect the foregoing.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Dispositionproperty; (d) Dispositions of property by any Subsidiary to a Borrower or to a wholly-owned Subsidiary (other than an Excluded Subsidiary unless the Disposing Party is also an Excluded Subsidiary); provided that if the transferor of such property is a Guarantor, the transferee thereof must either be to another Loan PartyCSI or a Guarantor; (e) Dispositions permitted by Section 7.048.04; (f) Dispositions of by CSI and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the Company, or book value of assets or lines all property so Disposed of businesses comprising campus locations, including those as shall not exceed $10,000,000 in any fiscal year and no such transactions may involve any member of the Closing Date as set forth MEA Restricted Group; and (g) non-exclusive licenses of intellectual property rights in Schedule 7.05 heretothe ordinary course of business and substantially consistent with past practice for terms not exceeding five years; (h) subject to Section 8.08, provided, and provided that those that are not set forth in Schedule 7.05 shall be permitted so long as at the time of such Disposition and after giving effect thereto no Default has occurred and is continuing or Event of Default exists or would result therefrom; (g) Dispositions of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition not otherwise permitted under this Section 7.05 so long as (i) no Event of Default has occurred and is continuing immediately before and after giving effect to such Disposition and (ii) the book value of the assets so Disposed of as permitted by this Section 7.05(h) shall not, in the aggregate, exceed fifteen percent (15%) of the total assets of the Company and its SubsidiariesDisposition; provided, however, that any Disposition pursuant to clauses (a) through (h) above shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete obsolete, worn out, excess, surplus or worn out propertyidle property or property no longer used in the business of such Person, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Dispositionproperty; (d) Dispositions of property by any Restricted Subsidiary to a Borrower the Company or to a wholly-owned Restricted Subsidiary (other than an Excluded Subsidiary or a Prohibited Subsidiary); provided that if the transferor of such property is a GuarantorLoan Party, the transferee thereof must either be to the Company or another Loan Party; (e) Dispositions permitted by Section 7.04; (f) Dispositions of Subsidiaries made as part of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefromForeign Finance Company Plan; (g) Dispositions of Eligible Student Accounts Receivable; provided, however, that by the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition Company and its Restricted Subsidiaries not otherwise permitted under this Section 7.05 so long as 7.05; provided that at the time of such Disposition, (i) no Event Default shall exist or would result from such Disposition, (ii) the aggregate book value of Default has occurred and is continuing immediately before and all property Disposed of in reliance on this clause (g) (after giving effect to such 150575819 Disposition) after the Closing Date shall not exceed an amount equal to 35% of Consolidated Total Assets at the time of such Disposition and (iiiii) the aggregate book value of the assets so all property Disposed of as permitted in reliance on this clause (g) (after giving effect to such Disposition) after the Closing Date in a single Disposition transaction shall not exceed an amount equal to 20% of Consolidated Total Assets at the time of such Disposition; provided further that no Disposition under this clause (g) may be made to any Excluded Subsidiary or any Prohibited Subsidiary; (h) non-exclusive licenses or sublicenses of IP Rights in the ordinary course of business and substantially consistent with past practice, and leases or subleases granted to others that do not materially interfere with the ordinary course of business of the Company or any of its Restricted Subsidiaries; (i) Dispositions of non-core assets acquired in a Permitted Acquisition by this Section 7.05(h) shall notthe Company or any of its Restricted Subsidiaries within 18 months of such Permitted Acquisition; provided that such non-core assets, in the aggregate, do not exceed fifteen percent (15%) 40% of the total consolidated net assets (measured using the definition of “Consolidated Net Assets” mutatis mutandis and measured as of the date of such Permitted Acquisition) acquired pursuant to such Permitted Acquisition; (j) any settlement of or payment in respect of, or series of settlements or payments in respect of, any property or casualty insurance claim or any condemnation proceeding relating to any asset of the Company or any of its Restricted Subsidiaries; (k) Dispositions of property constituting the making of Investments permitted under Section 7.02 and its SubsidiariesDispositions of property constituting the making of Restricted Payments permitted by Section 7.06; (i) the sale of past due accounts receivable in the ordinary course of business consistent with the practices of similarly situated companies and (ii) Dispositions made as part of a Permitted Receivables Transaction; and (m) Sale Leaseback Transactions permitted by Section 7.17. provided, however, that any Disposition pursuant to clauses (a) through (hm) shall be for fair market value.

Dispositions. Make No Borrower and no other Loan Party and no Subsidiary of a Borrower or of another Loan Party (excluding, in each case, any Designated Real Estate Subsidiary) shall make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business, ; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such similar replacement property within 180 days property, ; (c) the sale of such Dispositionresidual ownership rights in vehicles and equipment upon the termination of operating leases, ; (d) Dispositions of property by any Subsidiary to a Borrower or to a wholly-owned Subsidiarynot otherwise prohibited under this Section 6.05; provided that if the transferor of such property is a Guarantor, the transferee thereof must be to another Loan Party; (e) Dispositions permitted by Section 7.04; (f) Dispositions of Subsidiaries of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefrom; (g) Dispositions of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition not otherwise permitted under this Section 7.05 so long as (i) no Default or Event of Default has occurred and is continuing immediately before and after giving effect to at the time of such Disposition and Disposition, (ii) no Default, Event of Default or Material Adverse Change would result from such Disposition, and (iii) the aggregate book value of all property disposed of in reliance of this subsection in any Fiscal Year shall not exceed Five Hundred Thousand Dollars ($500,000.00); (e) Dispositions of assets pursuant to the assets Camping World Purchase Agreements, so Disposed of long as permitted by this Section 7.05(h) shall notthe proceeds are paid in accordance with the Camping World Purchase Agreements, as in effect on the aggregate, exceed fifteen percent (15%) Third Amendment Effective Date or as amended or otherwise modified with the consent of the total assets Administrative Agent; and (f) Dispositions of real property by the Company and its Subsidiaries; provided, however, that any Disposition pursuant to clauses (a) through (h) shall be for fair market valueDesignated Real Estate Subsidiaries so long as the proceeds are applied in accordance with Section 2.03.3 hereof.

Dispositions. Make Upon the occurrence of any Disposition (including any Disposition of any Borrowing Base Oil and Gas Properties) or enter into any agreement to make any Disposition, except: Recovery Event (aexcept (A) Dispositions of obsolete or worn out propertypursuant to Section 7.05(a), whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property (d) and (B) with respect to the extent that Net Cash Proceeds received with respect to (i) such property is exchanged for credit against the purchase price of similar replacement property Dispositions in an aggregate amount not to exceed $1,500,000 during any fiscal year or (ii) a Recovery Event, in each case in which such Net Cash Proceeds are utilized in order to replace or repair the proceeds assets of the Borrower or any Subsidiary that are the subject of such Disposition or Recovery Event (or, in the case of a Recovery Event, are reasonably promptly applied utilized by the Borrower or the applicable Subsidiary to reimburse itself for expenditures previously made in order to replace or repair such assets in an aggregate amount not to exceed $4,000,000 during any fiscal year)), then on the date of receipt by the Borrower or the applicable Subsidiary of the Net Cash Proceeds related thereto, the Loans shall immediately be prepaid in accordance with Section 2.05(b)(viii) by an amount equal to the purchase price amount of such replacement property within 180 days Net Cash Proceeds minus the amount of any mandatory prepayment made pursuant to Section 2.05(b)(i) in connection with such Disposition; (d) Disposition or Recovery Event. Notwithstanding the foregoing, the Borrower may retain Net Cash Proceeds in an amount not to exceed $100,000 in the aggregate for Dispositions of property made by any Subsidiary to a the Borrower or to its Subsidiaries during any fiscal year. For purposes of calculating the Net Cash Proceeds received from a wholly-owned Subsidiary; provided that if the transferor of Disposition or from a Recovery Event, such property is a Guarantor, the transferee thereof must proceeds shall be to another Loan Party; (e) Dispositions permitted by Section 7.04; (f) Dispositions of Subsidiaries of the Company, or of assets or lines of businesses comprising campus locations, including those determined as of the Closing Date as set forth in Schedule 7.05 heretodate of the applicable Disposition or Recovery Event, providedwhether or not received on such date, that those that are not set forth in Schedule 7.05 but no such amount shall be permitted so long as no Default has occurred and is continuing or would result therefrom; (g) Dispositions required to be applied to prepayment of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by Loans pursuant to this Section 7.05(g) shall not, in until received by the aggregate, exceed $50,000,000 in applicable Person. The provisions of this Section do not constitute consent to the consummation of any fiscal year; and (h) any other Disposition not otherwise permitted under this by Section 7.05 so long as (i) no Event of Default has occurred and is continuing immediately before and after giving effect to such Disposition and (ii) the book value of the assets so Disposed of as permitted by this Section 7.05(h) shall not, in the aggregate, exceed fifteen percent (15%) of the total assets of the Company and its Subsidiaries; provided, however, that any Disposition pursuant to clauses (a) through (h) shall be for fair market value7.05.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:except the following (each a “Permitted Disposition”): (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, Equipment in the ordinary course of businessbusiness that is substantially worn, damaged, obsolete or, in the judgment of a Loan Party, no longer useful or necessary in its business and is not replaced with similar property having at least equivalent value; (b) Dispositions of inventory Inventory in the ordinary course of business; (c) Dispositions [intentionally omitted]; (d) Store closings (including the termination or non-renewal of equipment any applicable Lease or real property to contract), bulk sales or other dispositions of the extent Inventory of a Loan Party not in the ordinary course of business in connection such Store closings, at arm’s length, provided, that (i) such property is exchanged for credit against Store closures and related Inventory dispositions shall not exceed (A) in any Fiscal Year of the purchase price Lead Borrower and such other Loan Parties, ten percent (10.0%) of similar replacement property or the number of such Loan Parties’ Stores as of the beginning of such Fiscal Year (net of new Store openings) and (B) in the aggregate from and after the Closing Date, twenty-five percent (25.0%) of the number of such Loan Parties’ Stores in existence as of the Closing Date (net of new Store openings, and (ii) in all events, all sales of Inventory in connection with any such Store closings (in a single or series of related transactions) of between 7.5% and 10.0% of the proceeds number of such Disposition Loan Parties’ Stores then in existence, either (A) shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Agents or (B) if not conducted in accordance with the preceding subclause (A) shall be permitted hereunder only so long as Projected Excess Availability after giving effect to each such transaction for the six fiscal months following the month in which such transaction took place shall be equal or greater than thirty percent (30.0%) of the Loan Cap; provided, further, that all Net Proceeds received in connection therewith are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Disposition; (d) Dispositions of property by any Subsidiary to a Borrower or to a wholly-owned Subsidiary; provided that Obligations if the transferor of such property is a Guarantor, the transferee thereof must be to another Loan Partythen required in accordance with Section 2.05 hereof; (e) Dispositions permitted by Section 7.04non-exclusive licenses of Intellectual Property of a Loan Party in the ordinary course of business; (f) Dispositions of Subsidiaries of the Companysales, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred transfers and is continuing or would result therefromdispositions by any Loan Party to a Borrower; (g) Dispositions sales, transfers and dispositions of Eligible Student Accounts Receivable; providedany Immaterial Subsidiary to another Person; (h) as long as no Default then exists or would arise therefrom, howeversales of Real Estate of any Loan Party (or sales of any Person or Persons created to hold such Real Estate or the equity interests in such Person or Persons), that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall notincluding sale-leaseback transactions involving any such Real Estate pursuant to leases on market terms, as long as, in the aggregatecase of any sale-leaseback transaction permitted hereunder with respect to any Material Storage Location or any other warehouse or other leased storage or distribution facility in which $10,000,000 or more of Inventory is or may be located from time to time, exceed $50,000,000 the Collateral Agent shall have received from such purchaser or transferee a Collateral Access Agreement on terms and conditions reasonably satisfactory to the Collateral Agent; (i) any Disposition of Real Estate to a Governmental Authority as a result of the condemnation of such Real Estate; (j) Dispositions of Excluded Assets in accordance with any fiscal yearintercreditor agreement or Security Documents applicable thereto; (k) termination or non-renewal of a Lease and granting a lease, sublease, license or other occupancy interest with respect to any owned Real Estate or any real property subject to a Lease, in each case, so long as such action could not reasonably be expected to result in Material Adverse Effect; and (hl) any other Disposition not otherwise permitted under this Section 7.05 so as long as (i) no Event Default exists or would arise therefrom and without duplication of Default has occurred and is continuing immediately before and after giving effect to such Disposition and (ii) the book value of the assets so Disposed of as Dispositions permitted by this Section 7.05(h) shall not, in the aggregate, exceed fifteen percent (15%) of the total assets of the Company and its Subsidiaries; provided, however, that any Disposition pursuant to clauses (a) through (hk) above, other Dispositions, provided, that the aggregate fair market value of all assets Disposed of in reliance upon this paragraph (l) shall be for fair market valuenot exceed $35,000,000 during any Fiscal Year of the Lead Borrower and if such Disposition gives rise to a mandatory prepayment obligation under Section 2.05(e), proceeds thereof are applied in accordance with Section 2.05(e).

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) ordinary-course-of-business Dispositions of inventory (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary course conduct of businessthe business of the Borrowers or the Restricted Subsidiaries and do not materially detract from the value or the use of the property which they affect; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Dispositionproperty; (d) Dispositions of property by a Borrower or any Restricted Subsidiary to a Borrower or to a wholly-owned Restricted Subsidiary; provided that if the transferor of such property is a GuarantorLoan Party, the transferee thereof must be to another a Loan Party; (e) Dispositions in the form of Liens permitted by Section 7.047.01 and Dispositions in the form of Investments permitted by Sections 7.03; (f) Dispositions of by the Borrowers and the Restricted Subsidiaries of not otherwise permitted under this Section 7.05, subject to the Companyfollowing conditions: (i) if such Disposition occurs at any time other than during the Covenant Relief Period, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as (A) no Default has occurred and is continuing exists at the time of such Disposition or would result therefrom;from such Disposition and (B) at the time of such Disposition, after giving effect thereto, the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $35,000,000; and (ii) if such Disposition occurs during the Covenant Relief Period, (A) no Default exists at the time of such Disposition or would result from such Disposition, (B) at the time of such Disposition, after giving effect thereto, the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $50,000,000, and (C) the Borrowers shall make any prepayment required in accordance with Section 2.05(b)(ii). (g) Dispositions of Eligible Student Accounts Receivable; providedproperty (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), howeverin each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, that the gross book value of all as applicable; (h) Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(gEquity Interests of Unrestricted Subsidiaries; (i) shall not, in Dispositions pursuant to the aggregate, exceed $50,000,000 in any fiscal yearDevelopment Transactions; (j) Dispositions pursuant to SPE Transactions; and (hk) any other Disposition not otherwise permitted under this Section 7.05 so long as to the extent constituting a Disposition, (i) no Event the unwinding of Default has occurred and is continuing immediately before and after giving effect any Swap Contract pursuant to such Disposition its terms and (ii) the book value any transfer of the assets so Disposed title or release of as permitted by this Section 7.05(h) shall notclaims to Crude Oil, in the aggregate, exceed fifteen percent (15%) of the total assets of the Company and its SubsidiariesRefined Products or other petroleum products that are stored or handled at any Terminal; provided, however, that any Disposition pursuant to clauses Section 7.05 (ac) through and (hf) shall be for fair market value.

Dispositions. Make any Disposition Disposition, or enter into permit any agreement of its Subsidiaries to make any Dispositiondo so, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of businessany Investments permitted under Sections 7.06(a) and 7.06(c); (b) Dispositions of inventory Property which, in the ordinary course reasonable opinion of the Company or such Subsidiary, as the case may be, is obsolete or no longer useful in the conduct of it business; (c) Dispositions Unrestricted Intercompany Dispositions; provided that, in the event that any such Unrestricted Intercompany Disposition shall be effected by or through a consolidation or merger involving the Company or any Designated Borrower, then, in the case of equipment or real property to the extent that (i) such property is exchanged for credit against Company, the purchase price of similar replacement property or (ii) Company shall be the proceeds survivor, and, in the case of such Disposition are reasonably promptly applied to Designated Borrower, such Designated Borrower shall be the purchase price of such replacement property within 180 days of such Dispositionsurvivor unless otherwise permitted by Section 7.03(a); (d) Dispositions of property by any Subsidiary to a Borrower or to a wholly-owned SubsidiaryOther Intercompany Dispositions; provided that if (i) each such Other Intercompany Disposition shall be otherwise permitted by Section 7.10; (ii) in the transferor event that any such Other Intercompany Disposition shall be effected by or through a consolidation or merger involving the Company or any Designated Borrower, then, in the case of the Company, the Company shall be the survivor, and, in the case of such property is a GuarantorDesignated Borrower, such Designated Borrower shall be the transferee thereof must survivor unless otherwise permitted by Section 7.03(a); and (iii) to the extent that the aggregate consideration paid in connection with any such Other Intercompany Disposition shall be to another Loan Partycomprised of one or more Investments, each such Investment shall be otherwise permitted by Section 7.06(g) or 7.06(h); (e) Dispositions permitted other Dispositions; provided that, (i) in the event any such Disposition shall be effected by Section 7.04; (f) Dispositions of Subsidiaries or through a consolidation or merger involving the Company or any Designated Borrower, then, in the case of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 Company shall be permitted so long as no Default has occurred and is continuing or would result therefrom; (g) Dispositions of Eligible Student Accounts Receivable; providedthe survivor, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall notand, in the aggregatecase of such Designated Borrower, exceed $50,000,000 in any fiscal year; and (h) any other Disposition not such Designated Borrower shall be the survivor unless otherwise permitted under this by Section 7.05 so long as 7.03(a); (iii) no Event of Default has occurred and is continuing immediately before and after giving effect to each such Disposition Disposition, no Default shall or would exist, and all of the representations and warranties contained in Section 4 shall be true and correct as if then made; and (iiiii) immediately after giving effect to each such Disposition, the book aggregate fair market value of the assets so Disposed Property sold, assigned, transferred or otherwise disposed of as permitted by in connection with such Disposition, when aggregated with the aggregate fair market value of all Property sold, assigned, transferred or otherwise disposed of in connection with all other Dispositions made on and after the date hereof under this Section 7.05(h7.05(e), shall not exceed an amount equal to 10% of Consolidated Tangible Net Worth; and (f) shall not, Dispositions of Securitization Receivables to an Eligible Special Purpose Entity in the aggregate, exceed fifteen percent (15%) of the total assets of the Company and its Subsidiaries; provided, however, that any Disposition pursuant to clauses (a) through (h) shall be for fair market valuea Permitted Securitization.

Dispositions. Make Effect any Disposition or enter into of any agreement to make any DispositionProperty, exceptexcept that the following shall be permitted: (a) Dispositions of (x) worn out, obsolete or worn out propertysurplus Property by Borrower or any of its Restricted Subsidiaries in the ordinary course of business, whether now owned (y) Property no longer used or hereafter acquireduseful or economically practicable to maintain in the conduct of the business of the Companies and (z) the abandonment, transfer, assignment, cancellation, lapse or other Disposition of Intellectual Property that is, in the reasonable good faith judgment of Borrower or such Restricted Subsidiary, no longer economically practicable or commercially desirable to maintain or useful in the conduct of the business of the Companies, taken as a whole; (b) Dispositions; provided that (i) any such Disposition is made for Fair Market Value, (ii) no Event of Default is continuing at the time of such Disposition or would result therefrom (or, at the election of Borrower, at the time the definitive agreement with respect to such Disposition is entered into) and (iii) with respect to any Disposition pursuant to this clause (b) for a purchase price in excess of the greater of (x) $37,500,000 and (y) 10% of Consolidated EBITDA (calculated on a Pro Forma Basis) for the most recently ended Test Period at the time of such Disposition (or, at the election of Borrower, at the time the definitive agreement with respect to such Disposition is entered into), at least 75% of the consideration payable in respect of such Disposition of Property shall be in the form of cash or Cash Equivalents; provided, however, that for the purposes of this clause (iii), the following shall be deemed to be cash: (A) any liabilities (as shown on the most recent balance sheet of Borrower provided hereunder or in the footnotes thereto) of Borrower or any Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the Obligations, that are (x) assumed by the transferee with respect to the applicable Disposition or (y) otherwise cancelled, extinguished or terminated in connection with the transactions relating to such Disposition, (B) any securities received by Borrower or any Restricted Subsidiary from such 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 (C) any Designated Non-Cash Consideration received by Borrower or any Restricted Subsidiary 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 (b) that is at that time outstanding, not in excess of the greater of (x) $37,500,000 and (y) 10% of Consolidated EBITDA (calculated on a Pro Forma Basis) for the most recently ended Test Period 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; (c) leases, subleases, or licenses or sublicenses of real or personal Property (including Intellectual Property or other general intangibles) to third parties in the ordinary course of business; (bd) Dispositions of inventory 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; (e) Permitted Liens pursuant to Section 6.02; (f) (x) Investments pursuant to Section 6.04 and (y) intercompany Dispositions among the Companies (other than Holdings); (g) Dispositions in connection with any merger, consolidation and other transaction made pursuant to Section 6.05; (h) Dividends in compliance with Section 6.08 and prepayments of Junior Indebtedness pursuant to Section 6.11; (i) (x) sales of inventory, goods and other assets in the ordinary course of business and (y) Dispositions of cash and Cash Equivalents in the ordinary course of business; (cj) any Disposition of Property that constitutes a Casualty Event; (k) Borrower and any Restricted Subsidiary may settle, discount, write off, forgive or cancel any Indebtedness owing by any present or former consultants, managers, directors, officers or employees of any Company (or any direct or indirect parent thereof) or any of their successors or assigns; (l) sale, forgiveness, or discount of customer delinquent notes or accounts receivable in the ordinary course of business (excluding, in all events, the Disposition of accounts receivable pursuant to any factoring or receivables securitization agreement or arrangement); (m) Dispositions of immaterial Equity Interests to qualified directors where required by applicable law or to satisfy other similar requirements of applicable law with respect to the ownership of Equity Interests; (n) any trade-in of equipment or real property other Property in exchange for other equipment or other replacement Property; (o) the unwinding of any Hedging Agreement pursuant to its terms; (p) surrender or waiver of contractual rights and settlement or waiver of contractual or litigation claims in the ordinary course of business and consistent with past practice; (q) any issuance, sale or pledge of Equity Interests in, or any sale or pledge of Indebtedness, or other securities of, an Unrestricted Subsidiary; (r) Sale and Leaseback Transactions in an amount not to exceed in the aggregate the greater of (x) $30,000,000 and (y) 7% of Consolidated EBITDA (calculated on a Pro Forma Basis) for the most recently ended Test Period at the time of any such Sale and Leaseback Transaction; (s) Dispositions of leases entered into in the ordinary course of business, to the extent that they do not materially interfere with the business of the Companies; (t) intercompany Dispositions among the Companies (other than Holdings) in connection with and to the extent necessary to consummate the Post-Closing Reorganization; (u) sales of any non‑core assets acquired in connection with any Permitted Acquisitions, other acquisition or other Investment permitted hereunder; (v) any Disposition of Property to the extent that (i1) such property Property is exchanged for credit against the purchase price of similar replacement property Property that is purchased within 270 days thereof or (ii2) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property Property (which replacement Property is actually purchased within 180 270 days of such Dispositionthereof); (dw) Dispositions sales of property by any Subsidiary to a Borrower Margin Stock for Fair Market Value payable in cash or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must be to another Loan PartyCash Equivalents; (ex) Dispositions permitted by Section 7.04; (f) Dispositions any swap of Subsidiaries assets in exchange for services or other assets of such Person in the ordinary course of business of comparable or greater Fair Market Value or usefulness to the business of the CompanyCompanies, or of assets or lines of businesses comprising campus locationstaken as a whole, including those as of the Closing Date as set forth determined in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefrom; (g) Dispositions of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted good faith by this Section 7.05(g) shall not, in the aggregate, exceed $50,000,000 in any fiscal yearBorrower; and (hy) Dispositions in an amount not to exceed in the aggregate the greater of (x) $48,000,000 and (y) 12% of Consolidated EBITDA (calculated on a Pro Forma Basis) for the most recently ended Test Period at the time of any other Disposition not otherwise permitted such Disposition. To the extent the requisite Lenders under the applicable provisions set forth in Section 11.02(b) waive the provisions of this Section 7.05 so long as (i) no Event 6.06, with respect to the sale of Default has occurred and any Collateral, or any Collateral is continuing immediately before and after giving effect to such Disposition and (ii) the book value of the assets so Disposed of sold as permitted by this Section 7.05(h) shall not6.06, in the aggregate, exceed fifteen percent such Collateral (15%) of the total assets of the Company and its Subsidiaries; provided, however, that any Disposition pursuant unless sold to clauses (a) through (ha Loan Party) shall be for fair market valuesold free and clear of the Liens created by the Security Documents without any further action by or consent from Administrative Agent, Collateral Agent or any Lender, and, so long as Borrower shall have previously provided to the Collateral Agent and the Administrative Agent such certifications or documents as the Collateral Agent and/or the Administrative Agent shall reasonably request in order to demonstrate compliance with this Section 6.06, the Collateral Agent shall take all actions it deems necessary or reasonable in order to effect the foregoing.

Dispositions. Make any Disposition or enter into any agreement to make any DispositionDisposition (other than, to the extent notice has been provided pursuant to Section 6.03(e), any agreement to consummate a Disposition that, upon consummation, would result in a Change of Control), except: (a) Dispositions any Disposition of obsolete Property not constituting Term Loan Priority Collateral (i) for which the total consideration shall be in an amount not less than the fair market value of the Property disposed of, (ii) that does not involve a sale or worn out propertyother disposition of receivables, whether now owned and (iii) for which the aggregate net book value of all of the assets sold or hereafter acquired, otherwise disposed of by the Borrower and its Subsidiaries in all such transactions occurring after the Closing Date shall not exceed $4,000,000 in the ordinary course of businessaggregate; (b) Dispositions of inventory in the ordinary course of businesspermitted by Sections 7.02, 7.04, 7.06 and Liens permitted by Section 7.01; (c) Dispositions in the Ordinary Course of equipment Business of (i) Equipment that is no longer used or real property useful in the conduct of business which is not included in the Term Loan Borrowing Base and (ii) so long as no Default or Event of Default then exists or would arise therefrom, other Equipment consisting of Eligible Machinery and Equipment (as defined in the Term Loan Agreement) which is included in the Term Loan Borrowing Base prior to such Disposition or Involuntary Disposition, in the Ordinary Course of Business and subject to Section 2.05(b), to the extent that (iA) such property Disposition is exchanged made for credit against the purchase price of similar replacement property or fair market value, (iiB) the proceeds Net Cash Proceeds paid in cash for any such Disposition is not less than the Appraised Value as reflected in the most recent appraisal of such Disposition are reasonably promptly applied to Equipment (or, if the purchase price Appraised Value is not detailed for such particular piece of Equipment, not less than the greater of (x) the then fair market value thereof and (y) book value), and (C) the aggregate amount of all such replacement property within 180 days Dispositions shall not exceed $1,000,000 during any period of such Dispositiontwelve consecutive months; (d) Dispositions sales of property Real Property (other than the South Gate Property), to the extent that permitted by any Subsidiary the Term Loan Agreement or otherwise consented to a Borrower or to a wholly-owned Subsidiary; provided that if by the transferor of such property is a Guarantor, Term Loan Agent and the transferee thereof must be to another requisite Term Loan PartyLenders in accordance with the Term Loan Agreement; (e) Dispositions permitted by Section 7.04the lapse, abandonment or cancellation of immaterial Intellectual Property which is no longer used or useful in any material respect in the Business of the Loan Parties; (f) Dispositions of Subsidiaries of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefromInvoluntary Dispositions; (g) Dispositions the Disposition of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, Equipment which is not included in the aggregateTerm Loan Borrowing Base to the extent that each such Disposition is made for fair market value; (i) the South Gate Disposition and/or, exceed $50,000,000 subject to Section 7.13, any Sale Leaseback Transaction entered into in connection therewith, or (ii) any fiscal yearsale or disposition of the South Gate Property after the occurrence and during the continuance of an Event of Default under Section 8.01(a), 8.01(b) (resulting from breach or default under any provision of Article VII), 8.01(f) or 8.01(g) of the Term Loan Agreement (including, without limitation, any transfer of the South Gate Property by or on behalf of the Term Loan Agent pursuant to the power of sale contained in the Mortgages (as defined in the Term Loan Agreement) encumbering such Real Property, or any disposition of such Real Property by the Borrower following the occurrence of any such Event of Default with the consent of the Term Loan Agent, or any disposition thereof by the Borrower during any Insolvency Proceeding); and; and (h) any other Disposition not otherwise permitted under this Section 7.05 so long as (i) no Event of Default has occurred and is continuing immediately before and after giving effect to such the Disposition and (ii) the book value of the assets so Disposed of as permitted by this Section 7.05(h) shall not, in the aggregate, exceed fifteen percent (15%) of the total assets of the Company and its Subsidiaries; provided, however, that any Disposition pursuant to clauses (a) through (h) shall be for fair market valueVicksburg Property.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Dispositionproperty; (d) subject to Section 6.12, Dispositions of property by the Company to any wholly-owned Subsidiary or by any Subsidiary to a Borrower the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must be to another Loan Party; (e) Dispositions permitted by Section 7.047.3; (f) Dispositions of Subsidiaries accounts receivable owing to the Company or any Subsidiary pursuant to any ESPC; provided that the aggregate amount of all such accounts receivable sold or otherwise disposed of during the Company, or term of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are this Agreement shall not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefromexceed $200,000,000; (g) Dispositions of Eligible Student Accounts Receivable; provided, however, that the gross book value Disposition of all Dispositions or a portion of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall notthe Company’s Security segment, as such segment is described in the Company’s Annual Report on Form 10-K for fiscal year 2014, in one or more transactions for fair market value; provided that at least 75% of the aggregate, exceed $50,000,000 aggregate sales price from such Disposition shall be paid in any fiscal yearcash or readily marketable securities; and (h) any other Disposition Dispositions not otherwise permitted under this Section 7.05 so long as hereunder which are made for fair market value; provided that (i) at the time of any such Disposition, no Event of Default has occurred and is continuing immediately before and after giving effect to shall exist or result from such Disposition and Disposition, (ii) at least 75% of the book aggregate sales price from such Disposition shall be paid in cash, and (iii) the aggregate value of the all assets so Disposed of as permitted sold by this Section 7.05(h) shall not, in the aggregate, exceed fifteen percent (15%) of the total assets of the Company and its Subsidiaries; provided, however, that any Disposition pursuant to clauses (a) through Subsidiaries under this clause (h) shall be for fair market valuenot exceed, in any fiscal year, 10% of Consolidated Net Worth as of the end of the preceding fiscal year.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Dispositionproperty; (d) Dispositions of property by any Wholly-Owned Subsidiary to a the Borrower or to a wholly-owned Subsidiaryany Wholly‑Owned Subsidiary thereof; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be to another Loan Partya Borrower or a Guarantor; (e) Dispositions permitted by Section 7.047.04(a) - (b); (f) Dispositions of by the Borrower and its Wholly-Owned Subsidiaries of any property (whether in one transaction or in several related transactions), the Company, or aggregate fair market value of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, which is less than $25,000,000; provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as at the time of such Disposition, no Default has occurred and is continuing shall exist or would result therefrom;from such Disposition; or (g) Dispositions of Eligible Student Accounts Receivable; provided, however, that in which the gross book fair market value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall notthe assets subject to such Disposition exceeds $25,000,000, in if and to the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition not otherwise permitted under this Section 7.05 so long as extent that (i) at the time of such Disposition, no Event of Default has occurred and is continuing immediately before and after giving effect to shall exist or would result from such Disposition Disposition, and (ii) the book value Borrower shall have delivered to the Administrative Agent written notice of a proposed or pending Disposition, together with a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such proposed or pending Disposition, on a pro forma basis, the Borrower shall be in compliance with all of the assets so Disposed covenants contained in Section 7.11, and (iii) promptly (but no later than five (5) Business Days following the effective date of any such Disposition for which such notice and Pro Forma Compliance Certificate shall have previously been given), the Borrower shall have delivered to the Administrative Agent written confirmation that the Disposition shall have occurred and that the calculations and other information set forth in such Pro Forma Compliance Certificate remain accurate, true and correct as permitted by this Section 7.05(h) shall not, in the aggregate, exceed fifteen percent (15%) of the total assets effective date of such Disposition (or identifying any applicable differences, provided that the Company and its SubsidiariesBorrower shall remain in compliance with the covenants contained in Section 7.11); provided, however, that any Disposition pursuant to clauses (a) through (hg) above (excluding clause (e)) shall be for fair market value, as reasonably determined by Borrower.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Dispositionproperty; (dc) Dispositions of property by the Borrower to any Guarantor; and Dispositions of property by any Subsidiary to a the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be to another Loan Partythe Borrower or a Guarantor; (ed) Dispositions permitted by Section 7.04; (e) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years; (f) Dispositions of by the Borrower and its Subsidiaries of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefrom; (g) Dispositions of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition not otherwise permitted under this Section 7.05 so long as 7.05; provided that (i) at the time of such Disposition, no Event of Default has occurred and is continuing immediately before and after giving effect to shall exist or would result from such Disposition and (ii) the aggregate book value of the assets so all property Disposed of as permitted by in reliance on this Section 7.05(hclause (f) in any fiscal year shall not, in the aggregate, not exceed fifteen percent (15%) an amount equal to 5% of the total consolidated assets of the Company Borrower and its SubsidiariesSubsidiaries as of the end of the preceding fiscal year; and (g) Closures of child care facilities by the Borrower or any Subsidiary in the exercise of the Borrower’s good faith business judgment. provided, however, that any Disposition pursuant to clauses (ab) through (hf) shall be for fair market valuein compliance with (if and to the extent applicable) Section 7.08.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property during any fiscal year of the Borrower, having a gross book value, as determined in accordance with GAAP, equal to 20% or less of the extent that (i) such property is exchanged for credit against Consolidated Tangible Assets determined as of the purchase price last day of similar replacement property or (ii) the proceeds immediately preceding fiscal quarter of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such DispositionBorrower; (d) Dispositions of property by any Subsidiary to a the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must be to another Loan Party; (e) Dispositions permitted by Section 7.04the Borrower and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of in any fiscal year of the Borrower shall not exceed 20% of the consolidated gross property, plant and equipment of the Borrower and its Subsidiaries as set forth in the consolidated financial statements of the Borrower and its Subsidiaries most recently delivered pursuant to Sections 4.01(a)(viii) or 6.01(b); (f) Dispositions of Subsidiaries of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefromby Section 7.03; (g) Dispositions non-exclusive licenses of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, IP Rights in the aggregate, exceed $50,000,000 in any fiscal yearordinary course of business; and (h) Dispositions of notes or accounts receivable or any other Disposition not otherwise permitted under this Section 7.05 so long as rights and claims associated therewith that are (i) no Event sold in connection with a factoring or similar receivables financing program of Default has occurred the type customarily entered into by businesses similarly situated to the Borrower or a Subsidiary in the ordinary course of business in a particular country and is continuing immediately before and after giving effect to such Disposition and in a manner consistent with past practice, (ii) the book sold without recourse and without discount from face value of the assets so Disposed of as permitted by this Section 7.05(hor (iii) shall not, in the aggregate, exceed fifteen percent (15%) of the total assets of the Company and its Subsidiaries; provided, however, that any Disposition pursuant to clauses (aa transaction contemplated by the Receivables Purchase Agreement or Permitted Securitization Transactions described in Schedule 7.04(h) through (h) shall be for fair market valuehereto.

Dispositions. Make any Disposition or enter into any agreement to make any DispositionDisposition (other than, to the extent notice has been provided pursuant to Section 6.03(e), any agreement to consummate a Disposition that, upon consummation, would result in a Change of Control), except: (a) Dispositions any Disposition of obsolete Property not constituting Term Loan Priority Collateral (i) for which the total consideration shall be in an amount not less than the fair market value of the Property disposed of, (ii) that does not involve a sale or worn out propertyother disposition of receivables, whether now owned and (iii) for which the aggregate net book value of all of the assets sold or hereafter acquired, otherwise disposed of by the Borrower and its Subsidiaries in all such transactions occurring after the Closing Date shall not exceed $4,000,000 in the ordinary course of businessaggregate; (b) Dispositions of inventory in the ordinary course of businesspermitted by Sections 7.02, 7.04, 7.06 and Liens permitted by Section 7.01; (c) Dispositions in the Ordinary Course of equipment Business of (i) Equipment that is no longer used or real property useful in the conduct of business which is not included in the Term Loan Borrowing Base and (ii) so long as no Default or Event of Default then exists or would arise therefrom, other Equipment consisting of Eligible Machinery and Equipment which is included in the Term Loan Borrowing Base prior to such Disposition or Involuntary Disposition, in the Ordinary Course of Business and subject to Section 2.05(b), to the extent that (iA) such property Disposition is exchanged made for credit against the purchase price of similar replacement property or fair market value, (iiB) the proceeds Net Cash Proceeds paid in cash for any such Disposition is not less than the Appraised Value as reflected in the most recent appraisal of such Disposition are reasonably promptly applied to Equipment (or, if the purchase price Appraised Value is not detailed for such particular piece of Equipment, not less than the greater of (x) the then fair market value thereof and (y) book value), and (C) the aggregate amount of all such replacement property within 180 days Dispositions shall not exceed $1,000,000 during any period of such Dispositiontwelve consecutive months; (d) Dispositions as long as no Default or Event of property by Default then exists or would arise therefrom, sales of Real Property, to the extent that, (i) the Net Cash Proceeds paid in cash for any Subsidiary such sale is not less than, with respect to a Borrower or to a wholly-owned Subsidiary; provided that if any Real Property Collateral, 90% of the transferor Appraised Value of such property Real Property Collateral as reflected in the most recent Real Property Appraisal (or, with respect to other Real Property Collateral for which there is a Guarantorno Real Property Appraisal, for not less than the greater of 90% of (x) the then fair market value thereof and (y) book value), (ii) the Net Cash Proceeds of such sale are utilized to repay the Obligations pursuant to Section 2.05(b); provided, the transferee thereof must be foregoing shall not apply to another Loan Partythe South Gate Disposition; (e) Dispositions permitted by Section 7.04;the lapse, abandonment or cancellation of immaterial Intellectual Property which is no longer used or useful in any material respect in the Business of the Loan Parties; and (f) Dispositions of Subsidiaries of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefromInvoluntary Dispositions; (g) Dispositions the Disposition of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, Equipment which is not included in the aggregateTerm Loan Borrowing Base, exceed $50,000,000 to the extent that each such Disposition is made for fair market value; (h) the South Gate Disposition and/or, subject to Section 7.13, any Sale Leaseback Transaction entered into in any fiscal yearconnection therewith; and (h) any other Disposition not otherwise permitted under this Section 7.05 so long as (i) no Event of Default has occurred and is continuing immediately before and after giving effect to such the Disposition and (ii) the book value of the assets so Disposed of as permitted by this Section 7.05(h) shall not, in the aggregate, exceed fifteen percent (15%) of the total assets of the Company and its Subsidiaries; provided, however, that any Disposition pursuant to clauses (a) through (h) shall be for fair market valueVicksburg Property.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Disposition; (d) Dispositions of property by any Subsidiary to a Borrower the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a GuarantorBorrower, the transferee thereof must be to another Loan Partya Borrower; (ec) Dispositions permitted by Section 7.04; (fd) Dispositions (i) the Disposition of Subsidiaries any Project or other Property and (ii) the sale or other Disposition of all, but not less than all, of the Company, or Equity Interests of assets or lines of businesses comprising campus locations, including those as of any Subsidiary that is not a Wholly-Owned REIT Subsidiary; provided that such Disposition shall not result in a Material Adverse Effect and at the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as time thereof and immediately after giving effect thereto no Default has shall have occurred and is be continuing or would result therefrom; result; provided further that if (gx) Dispositions such Project or other Property is an Unencumbered Eligible Project or (y) such Subsidiary owns any Unencumbered Eligible Projects or receives fees under any Management Contracts, then at least two Business Days prior to the date of Eligible Student Accounts Receivable; providedsuch Disposition, however, the Administrative Agent shall have received (1) an Officer’s Certificate certifying that (A) at the gross book value time of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) and immediately after giving effect to such Disposition no Default shall not, in the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition not otherwise permitted under this Section 7.05 so long as (i) no Event of Default has have occurred and is be continuing immediately or would result, (B) such Disposition does not result in a Material Adverse Effect and (C) both before and after giving effect to such Disposition Disposition, on a pro forma basis, Availability equals or exceeds zero and (ii2) if after giving effect to such Disposition, the book value Borrowing Base Amount shall have decreased by an aggregate amount in excess of 5% as a result of Dispositions of Unencumbered Eligible Projects and Borrowers consummated under this clause (d) since the date of the assets so Disposed of as permitted by this Section 7.05(h) shall not, in Availability Certificate most recently delivered to the aggregate, exceed fifteen percent (15%) of Administrative Agent and the total assets of the Company and its Subsidiaries; provided, however, that any Disposition Lenders pursuant to clauses (a) through (h) shall be for fair market valueSection 6.02(f), an Availability Certificate showing that both before and after giving effect to such Disposition, on a pro forma basis, Availability equals or exceeds zero.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete obsolete, surplus or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory in the ordinary course of business, including such Dispositions to other Subsidiaries; (c) Dispositions (excluding leases of Service and Rental Fleet Equipment entered into in the normal course of business) of equipment or real property to the extent that so long as (i) such property is exchanged for credit against not less than seventy-five percent (75%) of the purchase price of similar replacement property or for such asset shall be paid in cash; (ii) the proceeds aggregate purchase price paid to Loan Parties for such asset and all other such assets sold by Loan Parties during any period of four consecutive fiscal quarters pursuant to this clause (c) shall not exceed $20,000,000; (iii) no Default or Event of Default shall exist prior to or after giving effect to such sale and (iv) the Borrower shall make the prepayment or reinvestment of Net Cash Proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Dispositionextent required by Section 2.05(d); (d) Dispositions of property by any Subsidiary to a Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must be Loan Party to another Loan Party; (e) Liens permitted by Section 7.01, Investments permitted by Section 7.02, Dispositions permitted by Section 7.04, and Restricted Payments permitted by Section 7.06; (f) Dispositions liquidations or other dispositions of Subsidiaries of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred cash and is continuing or would result therefromCash Equivalents; (g) Dispositions disposition of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, owned or leased vehicles in the aggregate, exceed $50,000,000 in any fiscal yearordinary course of business; (h) Permitted Sale/Leaseback Transactions; and (h) any other Disposition not otherwise permitted under this Section 7.05 so long as (i) no Event leases of Default has occurred Service and is continuing immediately before Rental Fleet Equipment in effect on the Closing Date, such leases in the ordinary course of business, and after giving effect to such Disposition leases, subleases, licenses and (ii) sublicenses in each case in the book value ordinary course of business and that do not materially interfere with the business of the assets so Disposed of as permitted by this Section 7.05(hBorrowers or the Subsidiaries; (j) shall not, in the aggregate, exceed fifteen percent (15%) of the total assets of the Company and its Subsidiaries; provided, however, that any Disposition pursuant to clauses (a), (b), (c), (f) through and (hi) shall be for fair market value. The Lenders hereby consent and agree to the release by the Collateral Agent of any and all Liens on the property sold or otherwise disposed of in compliance with this Section 7.05.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out or excess property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Dispositionproperty; (d) Dispositions of property by any Subsidiary to a Borrower DeVry or to a wholly-owned Subsidiary; provided that if the transferor of such property is DeVry or a U.S. Guarantor, the transferee thereof must either be to another Loan PartyDeVry or a U.S. Guarantor; (e) Dispositions permitted by Section 7.047.4(b); (f) Dispositions Non-exclusive licenses of Subsidiaries IP Rights (i) in the ordinary course of the Companybusiness and substantially consistent with past practice for terms not exceeding five years, or of assets (ii) by any Subsidiary to DeVry or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefrom;any other Subsidiary; and (g) Dispositions of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition DeVry and its Subsidiaries not otherwise permitted under this Section 7.05 so long as 7.5; provided that (i) at the time of such Disposition, no Event Default shall exist or would result from such Disposition, (ii) the aggregate net book value of Default has occurred all property Disposed of in reliance on this clause (h) from the Closing Date shall not exceed $100,000,000 in the aggregate, and is continuing (iii) immediately before and after giving effect to such Disposition and (ii) Disposition, the book value of financial tests set forth in Section 7.15, determined on a pro forma basis, shall not exceed the assets so Disposed of as permitted by this limits specified in Section 7.05(h) shall not, in the aggregate, exceed fifteen percent (15%) of the total assets of the Company and its Subsidiaries7.15; provided, however, that any Disposition pursuant to clauses (a), (b), (c), (f)(i) through and (hg) shall be for fair market value. Notwithstanding the foregoing, prior to the Disposition (including by way of a merger or consolidation other than a merger or consolidation permitted under Section 7.4), dissolution, liquidation or winding up of any Subsidiary that is a Designated Borrower, DeVry shall terminate such Subsidiary’s status as a Designated Borrower in accordance with Section 2.17(e) and any Loans or other outstanding Obligations of such Subsidiary shall be repaid or assumed by DeVry.

Dispositions. Make Except as permitted by Section 7.05, the Borrower will not, and will not permit any Disposition or enter into Restricted Subsidiary and, solely with respect to clause (d) of this Section 7.06, any agreement to make Non-Recourse Pledgor to, consummate any Disposition, exceptin one or a series of transactions, to any Person, other than: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory in by the ordinary course of businessBorrower to a Restricted Subsidiary or by a Restricted Subsidiary to the Borrower or a Restricted Subsidiary; (c) Dispositions of obsolete, worn out or surplus equipment or real property in an aggregate amount not to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Dispositionexceed $1,000,000 in any fiscal year; (d) Dispositions of property not otherwise permitted by any Subsidiary to a Borrower Section 7.06(a), Section 7.06(b) or to a wholly-owned SubsidiarySection 7.06(c); provided that if (i) no Default or Event of Default exists or would result therefrom, (ii) at least 75% of the transferor total consideration for any such Disposition shall be received by the Borrower and its Restricted Subsidiaries or applicable Non-Recourse Pledgor in the form of such property is a Guarantorcash and Cash Equivalents (in each case, free and clear of all Liens at the transferee thereof must be to another Loan Party; (e) Dispositions time received, other than non-consensual Liens permitted by Section 7.04; ); (fiii) Dispositions of Subsidiaries the fair market value of the Company, assets subject to such Disposition (or series of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are related Dispositions) does not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefrom; (g) Dispositions of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, to exceed $50,000,000 in any fiscal yearyear of the Borrower; and(iv) the requirements of Section 2.04(b)(ii), to the extent applicable, are complied with in connection with any such Disposition; and (v) restrictions pursuant to any other agreement governing the issuance of Indebtedness permitted hereunder; provided that such restrictions and conditions are customary for such Indebtedness as reasonably determined in the good faith judgment of the Borrower and do not prohibit, restrict or otherwise limit the ability of the Borrower or any Restricted Subsidiary (to the extent such Restricted Subsidiary is required to be or become a Loan Party by the terms of this Agreement) to repay and/or guarantee the Committed Loans and the other Obligations. (he) Sale and Leaseback Transactions permitted by Section 7.16; or (f) Any prepayment of Committed Loans pursuant to the foregoing provisions of this Section 7.06 shall be in accordance with Section 2.04(b)(ii), as applicable; provided that any other Disposition not otherwise Dispositions permitted under this Section 7.05 so long as clauses (a) or (c) above shall be made for (i) no Event of Default has occurred and is continuing immediately before and after giving effect to such Disposition fair value and (ii) the book value of the assets so Disposed of as permitted by this Section 7.05(h) shall not, in the aggregate, exceed fifteen at least seventy-five percent (1575%) of the total assets of the Company and its Subsidiaries; provided, however, that any Disposition pursuant to clauses (a) through (h) shall be for fair market valuecash consideration.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Disposition; (d) Dispositions of property by any Subsidiary to a either Borrower or to a wholly-owned another Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must be to another Loan Party; (e) Dispositions permitted by Section 7.04; (f) Dispositions licenses of Subsidiaries IP Rights in the ordinary course of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefrom;business; and (g) Dispositions of Eligible Student Accounts Receivable; provided, however, that by the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition Borrowers and their Subsidiaries not otherwise permitted under this Section 7.05 so long as 7.05; provided that (i) at the time of such Disposition, no Event of Default has occurred and is continuing immediately before and after giving effect to shall exist or would result from such Disposition and (ii) the aggregate book value of all property Disposed of in reliance on this clause (g) during the term of this Agreement shall not exceed 20% of the total book value of the assets so Disposed of as permitted by this Section 7.05(h) shall not, in the aggregate, exceed fifteen percent (15%) of the total assets of the Company Parent and its Subsidiaries; provided, howeverat the time of such Dispositions, that any for all such Dispositions pursuant to this clause (g). The total book value of assets shall be determined based on the most recent financial statements of the Parent then filed with the SEC. Any Disposition pursuant to clauses (a) through (hg) shall be for fair market valuevalue when considering the entire transaction of which any such Disposition is a part.

Dispositions. Make If, at any time or from time to time, the Borrower or any of its Subsidiaries shall receive Net Proceeds from any Disposition (other than any Disposition permitted under clauses (i), (ii), (v) and (vi) of Section 8.05(c) hereof, but, in the case of said clause (ii), only to the extent such Net Proceeds are applied (or enter into any agreement are committed to make any Disposition, except: (abe applied) Dispositions by the Borrower or such Subsidiary within 90 days of obsolete or worn out property, whether now owned or hereafter acquired, such Disposition to purchase like Property to be used in the ordinary course of its business; ), the Borrower shall, within 240 days after receipt of such Net Proceeds (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property subject to the extent that proviso below, if such proceeds have not been applied by such 240th day, then on such 240th day) unless the Borrower shall have used all or a portion of such proceeds to consummate an Acquisition, apply or cause to be applied (as provided in Section 2.09(f) hereof) to the prepayment of principal of the Loans an amount equal to the lesser of (i) the amount of such property is exchanged for credit against the purchase price of similar replacement property Net Proceeds or (ii) the proceeds amount thereof remaining after the consummation of such Disposition are reasonably promptly Acquisition; PROVIDED that if on such 240th day such proceeds have not been so used but the Borrower or any of its Subsidiaries shall have entered into an agreement with respect to an Acquisition, then, within 90 days thereafter, the Borrower or such Subsidiary may use all or a portion of such Net Proceeds (but not in excess of the aggregate amount of all cash consideration and all cash costs and expenses in respect of such Acquisition) to consummate such Acquisition, and any portion of such Net Proceeds not so used shall be applied to prepay the purchase price of Loans as provided herein; and, PROVIDED FURTHER that the Borrower shall have no obligations to make any such replacement property within 180 days of such Disposition; (d) Dispositions of property by any Subsidiary to a Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must be to another Loan Party; (e) Dispositions permitted by Section 7.04; (f) Dispositions of Subsidiaries application in respect of the Company, or Net Proceeds received in respect of assets or lines any single Disposition unless and until the aggregate amount of businesses comprising campus locations, including those as of the Closing Date as set forth all Net Proceeds received in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefrom; (g) Dispositions of Eligible Student Accounts Receivable; provided, however, that the gross book value respect of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall noteffected on and after the Effective Date exceeds $2,000,000, in which case an amount equal to the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition not otherwise permitted under this Section 7.05 so long as (i) no Event amount of Default has occurred and is continuing immediately before and after giving effect to such Disposition and (ii) the book value of the assets so Disposed of as permitted by this Section 7.05(h) shall not, in the aggregate, exceed fifteen percent (15%) of the total assets of the Company and its Subsidiaries; provided, however, that any Disposition pursuant to clauses (a) through (h) excess shall be for fair market value.so applied. CREDIT AGREEMENT

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out propertyproperty or property no longer used or useful in the Business, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Disposition; (d) Dispositions of property by any Subsidiary to a the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be to another Loan Partythe Borrower or a Guarantor; (ed) Dispositions permitted by Section 7.04; (e) to the extent permitted by Section 7.08, licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding 15 years; (f) Dispositions of Subsidiaries of the Company, or of assets or lines of businesses comprising campus locations, including those permitted as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted Investments pursuant to Section 7.02; (g) so long as no Default has shall have occurred and is continuing or would result therefrom; (g) be continuing, other Dispositions of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition not otherwise permitted under this Section 7.05 so long as (i) no Event of Default has occurred and is continuing immediately before and after giving effect to such Disposition and (ii) the book value of aggregate cash proceeds for all such Dispositions made since the assets so Disposed of as permitted by this Section 7.05(h) shall not, in the aggregate, exceed fifteen percent (15%) Closing Date is at least 50% of the total assets consideration for all such Dispositions and the aggregate consideration for all such Dispositions does not exceed $12,500,000 in any year or $25,000,000 in the aggregate for all such Dispositions; (h) any Subsidiary (other than a Domestic Subsidiary) may make limited recourse sales of accounts receivable in connection with the Company and its Subsidiariessecuritization thereof, which sales are non-recourse to the extent customary in securitizations; and (i) the pledge of collateral securing the Japan Term Loan; provided, however, that any Disposition pursuant to clauses (ab) through (h) shall be for fair market value; provided further that in the case of Dispositions of assets pursuant to clauses (e), (g) and (h), the Borrower shall, on the date of receipt by the Borrower or any of its Subsidiaries of the Net Cash Proceeds from such sale, prepay the Loans pursuant to, and in the amount and order of priority set forth in, Section 2.06(b)(i), as specified therein.

Dispositions. Make Convey, sell, lease, transfer, assign, or otherwise dispose of (collectively, “Transfer”), or permit any Disposition of its Subsidiaries to Transfer, all or enter into any agreement to make any Dispositionpart of its business or property, except: except for Transfers (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, Inventory in the ordinary course of business; ; (b) Dispositions of inventory worn-out or obsolete Equipment that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the ordinary course of business; business of Borrower; (c) Dispositions consisting of Permitted Liens and Permitted Investments; (d) consisting of Borrower’s use or transfer of money or Cash Equivalents in the ordinary course of its business for the payment of ordinary course business expenses in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents; (e) tangible property transfers to a Permitted Commercialization Arrangement Vehicle but subject to the monetary limit in clause (l) of the defined term “Permitted Investments”; (f) transfers of Property by any Loan Party to any other Loan Party; (g) placements of specialized equipment for manufacturing, with a fair market value not to exceed the sum of Three Million Dollars ($3,000,000) in the aggregate, with foreign or real domestic contract manufacturers where Borrower retains title to such equipment; (h) subject to Section 6.3(b) of this Agreement, dispositions consisting of the sale, transfer, assignment or other disposition of unpaid and overdue accounts receivable in connection with the collection, compromise or settlement thereof in the ordinary course of business and not as part of a financing transaction, provided that (i) no Event of Default nor any Overadvance is continuing nor would result therefrom, and (ii) such accounts receivable shall be excluded from the Borrowing Base; (i) dispositions of property that is not Collateral to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days one hundred eighty (180) days; (j) subject to Section 6.7 of such Disposition; this Agreement, dispositions resulting from casualty events; (dk) Dispositions non-exclusive licenses of property by any Subsidiary to a Borrower’s and its Subsidiaries’ Intellectual Property; (l) licenses for the use of the Intellectual Property of Borrower or its Subsidiaries (but not to any of Borrower’s other Affiliates, except for a wholly-owned Subsidiary; provided Permitted Commercialization Arrangement Vehicle) that if are approved by the transferor Board and which would not result in a legal transfer of such property is a Guarantor, the transferee thereof must be to another Loan Party; (e) Dispositions permitted by Section 7.04; (f) Dispositions of Subsidiaries title of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, licensed property but that those that are not set forth in Schedule 7.05 shall may be permitted so long as no Default has occurred and is continuing or would result therefrom; (g) Dispositions of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition not otherwise permitted under this Section 7.05 so long as exclusive (i) no Event in respects other than territory (such as field of Default has occurred and is continuing immediately before and after giving effect to such Disposition use or scope) and (ii) the book value as to territory, only as to discrete areas outside of the assets so Disposed United States; provided that any such license of such Intellectual Property covering the Product may be exclusive only as permitted by this Section 7.05(h) shall not, in the aggregate, exceed fifteen percent (15%) to territory and only as to discrete areas outside of the total assets United States; (m) exclusive and non-exclusive licenses covering nCounter Elements or diagnostic gene content other than for nCounter-based Prosigna™ Breast Cancer Prognostic Gene Signature Assay; (n) any transaction permitted under Section 7.3; and (o) the disposition of the Company and its Subsidiaries; provided, however, that other property in aggregate amount not to exceed Two Hundred Fifty Thousand Dollars ($250,000) in any Disposition pursuant to clauses (a) through (h) shall be for fair market valuesingle year.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 90 days of such Disposition; (d) Dispositions of property (i) by any Subsidiary to a the Borrower or any other Loan Party, (ii) by the Borrower to any other Loan Party, (iii) by any Loan Party to a wholly-owned SubsidiarySubsidiary that is not a Loan Party; provided provided, however, that if any such Disposition shall be deemed to be an Investment in such Subsidiary in the transferor amount of the fair market value of the property so Disposed of as determined in good faith by the board of directors of the Borrower as of the date of such property Disposition and shall only be permitted subject to the limits in Section 7.02(c)(iii), and (iv) by any Subsidiary which is not a Guarantor, the transferee thereof must be Loan Party to another any other Subsidiary which is not a Loan Party; (e) Dispositions permitted by Section Sections 7.01 and 7.04;; and (f) Dispositions not otherwise permitted under this Section 7.05; provided that (i) at the time of Subsidiaries such Disposition no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property disposed of pursuant to this clause (f) shall not exceed 10% of Consolidated Net Worth determined on the Company, or date of any such Disposition; (iii) no later than five (5) Business Days prior to any such Disposition of assets having a fair market value of $10 million or lines of businesses comprising campus locationsmore, including those the Borrower shall have delivered to the Administrative Agent, a Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, the Loan Parties would be in compliance with the financial covenants set forth in Section 7.15 as of the Closing Date as set forth most recent quarter-end for which financial statements have been delivered hereunder; and (iv) not less than 75% of the aggregate consideration due in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 connection with such Disposition shall be permitted so long as no Default has occurred and is continuing or would result therefrompaid in cash concurrent with the consummation thereof; (g) Dispositions of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, cash in the aggregate, exceed $50,000,000 in any fiscal yearordinary course of business or cash equivalents for cash or cash equivalents; and (h) any other Disposition not otherwise permitted under this Section 7.05 so long as (i) no Event Dispositions of Default has occurred and is continuing immediately before and after giving effect to such Disposition and (ii) the book value of the assets so Disposed of as permitted by this Section 7.05(h) shall not, delinquent accounts receivable for collection in the aggregate, exceed fifteen percent (15%) ordinary course of the total assets of the Company and its Subsidiariesbusiness; provided, however, that any Disposition pursuant to clauses (a), (b), (c), (d)(iii) through and (hiv), (e), (f) and (g) shall be for fair market value.

Dispositions. Make Convey, sell, lease, transfer, assign, or otherwise dispose of (collectively, “Transfer”), or permit any Disposition of its Subsidiaries to Transfer, all or enter into any agreement to make any Dispositionpart of its business or property, except: except for Transfers (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, Inventory in the ordinary course of business; ; (b) Dispositions of inventory worn-out or obsolete Equipment that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the ordinary course of business; business of Borrower; (c) Dispositions consisting of Permitted Liens and Permitted Investments; (d) consisting of Borrower’s use or transfer of money or Cash Equivalents in the ordinary course of its business for the payment of ordinary course business expenses in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents; (e) tangible property transfers to a Permitted Commercialization Arrangement Vehicle but subject to the monetary limit in clause (l) of the defined term “Permitted Investments”; (f) transfers of Property by any Loan Party to any other Loan Party; (g) placements of specialized equipment for manufacturing, with a fair market value not to exceed the sum of Three Million Dollars ($3,000,000) in the aggregate, with foreign or real domestic contract manufacturers where Borrower retains title to such equipment; (h) subject to Section 6.3(b) of this Agreement, dispositions consisting of the sale, transfer, assignment or other disposition of unpaid and overdue accounts receivable in connection with the collection, compromise or settlement thereof in the ordinary course of business and not as part of a financing transaction, provided that (i) no Event of Default nor any Overadvance is continuing nor would result therefrom, and (ii) such accounts receivable shall be excluded from the Borrowing Base; (i) dispositions of property that is not Collateral to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days one hundred eighty (180) days; (j) subject to Section 6.7 of such Disposition; this Agreement, dispositions resulting from casualty events; (dk) Dispositions non-exclusive licenses of property by any Subsidiary to a Borrower’s and its Subsidiaries’ Intellectual Property; (l) licenses for the use of the Intellectual Property of Borrower or its Subsidiaries (but not to any of [†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION Borrower’s other Affiliates, except for a wholly-owned Subsidiary; provided Permitted Commercialization Arrangement Vehicle) that if are approved by the transferor Board and which would not result in a legal transfer of such property is a Guarantor, the transferee thereof must be to another Loan Party; (e) Dispositions permitted by Section 7.04; (f) Dispositions of Subsidiaries title of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, licensed property but that those that are not set forth in Schedule 7.05 shall may be permitted so long as no Default has occurred and is continuing or would result therefrom; (g) Dispositions of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition not otherwise permitted under this Section 7.05 so long as exclusive (i) no Event in respects other than territory (such as field of Default has occurred and is continuing immediately before and after giving effect to such Disposition use or scope) and (ii) the book value as to territory, only as to discrete areas outside of the assets so Disposed United States; provided that any such license of such Intellectual Property covering the Product may be exclusive only as permitted by this Section 7.05(h) shall not, in the aggregate, exceed fifteen percent (15%) to territory and only as to discrete areas outside of the total assets United States; (m) exclusive and non-exclusive licenses covering nCounter Elements or diagnostic gene content other than for nCounter-based Prosigna™ Breast Cancer Prognostic Gene Signature Assay; (n) any transaction permitted under Section 7.3; and (o) the disposition of the Company and its Subsidiaries; provided, however, that other property in aggregate amount not to exceed Five Hundred Thousand Dollars ($500,000) in any Disposition pursuant to clauses (a) through (h) shall be for fair market valuesingle year.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Dispositionproperty; (d) Dispositions of property by any Subsidiary to a the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be to another Loan Partythe Borrower or a Guarantor; (e) Dispositions permitted by Section 7.04; (f) Dispositions of by the Borrower and its Subsidiaries of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefrom; (g) Dispositions of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition not otherwise permitted under this Section 7.05 so long as 7.05; provided that (i) at the time of such Disposition, no Event of Default has occurred and is continuing immediately before and after giving effect to shall exist or would result from such Disposition and (ii) the aggregate book value of the assets so all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $15,000,000; provided that not less than 75% of the consideration received by the Borrower and it Subsidiaries shall be cash; (g) licenses of any intellectual property so long as permitted by this Section 7.05(h) shall notany such license, individually or in the aggregateaggregate with all such licenses, exceed fifteen percent (15%) does not materially impair the business of the total assets of the Company Borrower and its SubsidiariesSubsidiaries taken as a whole as currently conducted; and (h) leases of real or personal property in the ordinary course of business; provided, however, that any Disposition pursuant to clauses (a) through (h) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of (i) obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of businessbusiness or (ii) property which the Borrower in good faith determines is no longer used or useful in the conduct of the business of the Borrower and its Subsidiaries; (b) Dispositions of inventory and immaterial assets in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly are, within 365 days after such Disposition, applied to the purchase price of such replacement property within 180 days of such Dispositionproperty; (d) Dispositions of property by (x) the Borrower to any Guarantor and (y) any Subsidiary to a the Borrower or to a wholly-owned Subsidiary; provided that for Dispositions described in clause (y) above, if the transferor of such property is a Guarantor, (i) the transferee thereof must either be the Borrower or a Guarantor and (ii) to another Loan Partythe extent such transaction constitutes an Investment, such transaction is permitted under Section 7.03; (e) (i) Dispositions permitted by Section 7.047.04 and (ii) the grant of any Lien permitted by Section 7.01; (f) (i) Dispositions of Subsidiaries cash or Cash Equivalents and (ii) Dispositions of accounts receivable in connection with the Company, collection or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefromcompromise thereof; (g) Dispositions Non-exclusive licenses of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, IP Rights in the aggregateordinary course of business; (h) concurrently with the acquisition of any fixed or capital assets, exceed $50,000,000 the sale and leaseback thereof so long as such lease is an operating lease and such acquisition, sale and leaseback transaction was entered into in any fiscal yearorder to obtain favorable governmental pricing of such assets; and (hi) any other Disposition Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05 so long as 7.05; provided that (i) at the time of such Disposition, no Event of Default has occurred and is continuing immediately before and after giving effect to shall exist or would result from such Disposition and Disposition, (ii) the book aggregate fair market value of the assets so all property Disposed of as permitted by in reliance on this Section 7.05(hclause (i) during the term of this Agreement shall not, not exceed 15% of the Consolidated Total Assets of the Borrower in any one fiscal year and 20% of the Consolidated Total Assets of the Borrower in the aggregateaggregate since the Restatement Closing Date (in each case, exceed fifteen percent (15%) determined as of the total assets date of the Company most recently delivered financial statements pursuant to Section 6.01 or, prior to the first delivery of such financial statements, the Audited Financial Statements) and its Subsidiaries(iii) the price for such asset shall be paid to the Borrower or such Subsidiary for at least 75% cash consideration; (j) any Disposition in connection with the Reorganization Transactions; and (k) any Disposition of accounts, payments, receivables, rights to future lease payments or residuals or similar rights to payment to a Securitization Subsidiary in connection with any Qualified Securitization Transaction. provided, however, that any (x) Disposition pursuant to clauses (aSection 7.05(a)(ii), Section 7.05(b) through Section 7.05(f) (hother than Section 7.05(d) and Section 7.05(e)(ii)) and Section 7.05(k) shall be for fair market value, (y) any Disposition of Equity Interests in a Subsidiary pursuant to Section 7.05(i) resulting in a Joint Venture shall only be permitted to the extent that the fair market value of the remaining Equity Interests in such Joint Venture is an Investment permitted under Section 7.03(g), and (z) any Disposition of assets to another Person pursuant to Section 7.05(i) the consideration for which are Equity Interests or other interests of another Person resulting in a Joint Venture, shall only be permitted to the extent the fair market value of such assets would constitute an Investment permitted under Section 7.03(g); provided, further, that no assets shall be Disposed of under Section 7.05(i) in connection with an asset securitization transaction (including any Securitization Transaction).

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out propertyproperty or property no longer used or useful in the business of the Borrower and its Subsidiaries, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory and cash and Cash Equivalents in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that by (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Disposition; (d) Dispositions of property by any Subsidiary to a the Borrower or to a wholly-owned another Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor or (ii) the Borrower to another Loan Partyany Guarantor; (d) Dispositions permitted by Section 8.04; (e) Dispositions permitted by Section 7.04licenses of IP Rights in the ordinary course of business, substantially consistent with past practices and on commercially reasonable terms; (f) the sale of Securitization Assets to one or more Securitization Subsidiaries in connection with a Permitted Securitization; (g) Investments pursuant to Section 8.02; (h) Dispositions of Subsidiaries of in connection with the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted IntraLase IP Transaction; (i) so long as no Default has shall have occurred and is continuing or would result therefrom; (g) be continuing, Dispositions of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable not otherwise permitted by this Section 7.05(g8.05 so long as after giving effect to such Disposition, the book value for all property Disposed of in reliance on this clause (i) shall not, in the aggregate, does not exceed $50,000,000 in any fiscal yearyear or $100,000,000 in the aggregate for all such Dispositions; (j) any Subsidiary (other than a Domestic Subsidiary) may make limited recourse sales of accounts receivable in connection with the securitization thereof, which sales are non-recourse to the extent customary in securitizations; and (hk) any other Disposition not otherwise permitted under this Section 7.05 so long as (i) no Event Dispositions at a discount of Default has occurred and is continuing immediately before and after giving effect to such Disposition and (ii) accounts receivable of Foreign Subsidiaries for cash consideration or consideration in the book form of promissory notes; provided, that the value of the assets so Disposed of as permitted by accounts receivable sold pursuant to this Section 7.05(hclause (k) shall not, not exceed $15,000,000 in the aggregate, exceed fifteen percent (15%) of the total assets of the Company and its Subsidiaries; any Fiscal Year provided, however, that any Disposition pursuant to clauses (ai) through and (hj) shall be for fair market value; provided further that in the case of Dispositions of assets pursuant to clauses (f), (i) and (j), the Borrower shall apply the Net Cash Proceeds from such sale to the prepayment of the Term Loans in accordance with the terms of Section 2.06, subject in the case of clauses (i) and (j) to the reinvestment provisions contained in such Section 2.06.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out propertyproperty or property which the Borrower or any of its Subsidiaries determines, in its reasonable business judgment, to be no longer useful or desirable, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory assets in the ordinary course of business; (c) Dispositions of equipment or real any property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Dispositionproperty; (d) Dispositions of property by any Subsidiary to a the Borrower or to a whollyWholly-owned Owned Subsidiary and Dispositions by the Borrower to any Wholly-Owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must be to another Loan Party; (e) Dispositions permitted by Section 7.04; (f) Dispositions of Subsidiaries of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be which constitute Investments permitted so long as no Default has occurred and is continuing or would result therefromby Section 7.02; (g) Dispositions which constitute non-exclusive licenses of Eligible Student Accounts Receivable; providedIP Rights in the ordinary course of business; (h) Dispositions by the Borrower and its Subsidiaries of property pursuant to sale-leaseback transactions, however, provided that the gross book value of all Dispositions property so Disposed of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, not exceed $50,000,000 in any fiscal year10,000,000 from and after the Closing Date; and (hi) any other Disposition Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05 so long as 7.05; provided that (i) at the time of such Disposition, no Event of Default has occurred and is continuing immediately before and after giving effect to shall exist or would result from such Disposition and (ii) the aggregate book value of the assets so all property Disposed of as permitted by in reliance on this Section 7.05(hclause (i) in any fiscal year shall not, in the aggregate, not exceed fifteen percent (15%) of the total assets of the Company and its Subsidiaries$5,000,000; provided, however, that any Disposition pursuant to clauses (a) through (hi) shall be for fair market value; and, notwithstanding anything in this Section 7.05, Section 7.02, Section 7.03, Section 7.04 or elsewhere in this Agreement to the contrary, after the Closing Date in no event shall aggregate Investments made in, intercompany Indebtedness incurred by, and Dispositions to, all Subsidiaries that are not Loan Parties, including Investments as a result of Acquisitions, Investments in Foreign Subsidiaries, intercompany Indebtedness incurred by Foreign Subsidiaries, and Dispositions to Foreign Subsidiaries, exceed 7.5% of Consolidated Net Worth.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete obsolete, surplus or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that so long as (i) such property is exchanged for credit against not less than seventy-five percent (75%) of the purchase price of similar replacement property or for such asset shall be paid in cash; (ii) the proceeds aggregate purchase price paid to Loan Parties for such asset and all other such assets sold by Loan Parties during any period of four consecutive fiscal quarters pursuant to this clause (c) shall not exceed $10,000,000; (iii) if the portion of the aggregate annual Consolidated EBITDA derived from all assets sold pursuant to this clause (c) during any period of four fiscal quarters and based on the four fiscal quarters (as to any assets of the Borrower or any Restricted Subsidiary prior to the sale of such Disposition are reasonably promptly applied asset would exceed $5,000,000, the consent (not to be unreasonably withheld) of the purchase price Required Lenders is obtained in connection with any such sale; and (iv) no Default or Event of Default shall exist prior to or after giving effect to such replacement property within 180 days of such Dispositionsale; (d) Dispositions of property by any Subsidiary to a Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must be Loan Party to another Loan Party; (e) Dispositions permitted by Section 7.04; (f) Dispositions of Subsidiaries of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth Equity Interests in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefrom;Unrestricted Subsidiaries; and (g) Dispositions of Eligible Student Accounts Receivable; provided, however, that by the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition Borrower and its Restricted Subsidiaries not otherwise permitted under this Section 7.05 so long as 7.05; provided that (i) at the time of such Disposition, no Event of Default has occurred and is continuing immediately before and after giving effect to shall exist or would result from such Disposition and (ii) the aggregate book value of the assets so all property Disposed of as permitted by in reliance on this Section 7.05(hclause (g) in any fiscal year shall not, in the aggregate, not exceed fifteen percent (15%) of the total assets of the Company and its Subsidiaries$5,000,000; provided, however, that any Disposition pursuant to clauses (a), (b), (c), (f) through and (hg) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a1) Dispositions of obsolete obsolete, damaged, worn out, used or worn out property, whether now owned surplus property (including for purposes of recycling) in the ordinary course of business or hereafter acquired, Dispositions of property no longer used or useful in the conduct of the business of the Borrower and the Restricted Subsidiaries; (2) Dispositions of inventory and goods held for sale in the ordinary course of business; (b3) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (ia) such property is exchanged for credit against the purchase price of similar replacement property or (iib) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; provided that to the extent the property within 180 days of being transferred constitutes Collateral such Dispositionreplacement property shall constitute Collateral; (d4) Dispositions of property by any Subsidiary to a the Borrower or to a wholly-owned Restricted Subsidiary; provided that if the transferor of such property is a Guarantor, Loan Party (a) the transferee thereof must be a Loan Party or (b) to another the extent constituting an Investment, such Investment must be a Permitted Investment in a Restricted Subsidiary that is not a Loan PartyParty in accordance with Section 6.04 (other than Section 6.04(14)); (e5) Dispositions consisting of Investments permitted by under Section 7.046.04 (other than Section 6.04(14)), transactions permitted under Section 6.05 (other than Section 6.05(5)) or Restricted Payments permitted under Section 6.07 (other than Section 6.07(4)) or consisting of Permitted Liens; (f6) Dispositions of Subsidiaries of the Companyproperty pursuant to Sale Leaseback Transactions, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, provided that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefrom; (g) Dispositions of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition not otherwise permitted under this Section 7.05 so long as (i) no Event of Default has occurred and is continuing immediately before and after giving effect to or would result therefrom (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Event of Default has occurred and is continuing) and (ii) such Disposition shall be for no less than the book fair market value of such property at the assets so Disposed time of as permitted by this Section 7.05(hsuch Disposition; (7) Dispositions of Cash Equivalents (or Investments that were Cash Equivalents when made); provided, that such Disposition shall notbe for no less than the fair market value of such property at the time of such Disposition; (8) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the aggregate, exceed fifteen percent (15%) ordinary course of business and which do not materially interfere with the business of the total assets Borrower and the Restricted Subsidiaries, taken as a whole, provided, that such Disposition shall be for no less than the fair market value of such property at the time of such Disposition; (9) Dispositions of property subject to any Casualty Event; (10) Dispositions; provided that (a) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Event of Default has occurred and is continuing), no Event of Default has occurred and is continuing or would result therefrom; and (b) with respect to any Disposition pursuant to this clause (10) for a purchase price in excess of the Company greater of (i) $25.0 million and its Subsidiaries(ii) an amount equal to the Equivalent Percentage of the amount in the preceding clause (i) multiplied by TTM Consolidated EBITDA as of the applicable date of determination, in each case determined as of the time of making such Disposition, the Borrower or any of the Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents; provided, however, that for the purposes of this clause (b) each of the following will be deemed to be cash, (i) any liabilities (as shown on the Borrower’s or any Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or any Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the Obligations, that are assumed by the transferee with respect to the applicable Disposition pursuant and for which the Borrower and the Restricted Subsidiaries have been validly released by all applicable creditors in writing; (ii) any securities received by the Borrower or any Restricted Subsidiary from such transferee that are converted by the Borrower or any Restricted Subsidiary into cash or Cash Equivalents (to clauses the extent of the cash or Cash Equivalents received) within one hundred and eighty (a180) through days following the closing of the applicable Disposition; (hiii) shall be for 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

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property (other than in connection with any sale-leaseback transactions permitted pursuant to Section 7.05(h) hereof) to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property used or to be used in any Global Line of Business, or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days used in any Global Line of such DispositionBusiness; (d) Dispositions of any asset not otherwise provided for in clause (c) above to the extent that (i) such asset is sold for not less than fair market value; (ii) not less than seventy five percent (75%) of the sales price for such asset is paid to the selling Loan Party in cash unless the sales price is less than $5,000,000 and a portion of such sales price is being paid in the form of a seller note which is permitted pursuant to Section 7.02(m) hereof; (iii) both before and after giving effect to any such Disposition, the Loan Parties are in compliance on a pro forma basis with all of the financial covenants hereunder; (iv) no Default or Event of Default has occurred and is continuing; (v) to the extent the proceeds received in connection thereof are not, solely in the case of an Eligible Borrowing Base Asset (as hereinafter defined), used to repay outstanding WC Loans or, as to any asset, reinvested in a Loan Party's business or committed to being reinvested in any Global Line of Business within 180 days after receipt thereof, then 181 days after receipt of such proceeds the Borrowers shall repay any outstanding Revolver Loans in the amount of such proceeds not so reinvested and, after the repayment in full of the Revolver Loans, the WC Loans, and (vi) to the extent any such asset sold is the type of assets which would be eligible to be included in the Borrowing Base (an "Eligible Borrowing Base Asset"), immediately upon giving effect to such sale, the Borrowers provide written notice to the Administrative Agent setting forth (1) a listing of the Eligible Borrowing Base Assets to be sold (such listing to be in reasonable detail), together with the amount of cash proceeds to be received by the selling Loan Party for each such asset sold; (2) any change to the Borrowing Base (and Borrowing Base Report) as a result of such sale from the Borrowing Base Report most recently delivered; and (3) a certification that such sale is a Disposition permitted pursuant to this Section 7.05(d); (e) Dispositions of property by any Subsidiary or a Borrower to a Borrower or Dispositions of property by any Subsidiary which is not a Borrower to a wholly-owned Subsidiary; provided that if the transferor of such property another Subsidiary which is a Guarantor, the transferee thereof must be to another Loan Party; (ef) Dispositions permitted by Section 7.04; (fg) Dispositions by a Loan Party of Subject Natural Gas Receivables to a Subject Utility solely in connection with a Natural Gas Transaction; (h) Dispositions consisting of arrangements whereby a Loan Party sells or transfers any property owned by it in order then or thereafter to lease such property or lease other property that a Loan Party intends to use for any Global Line of Business, provided the aggregate value of all such property disposed of in such manner shall not exceed $100,000,000 over the life of this Agreement; and (i) Dispositions of Subsidiaries Accounts Receivable to an AR Buyer to the extent that (i) no Default or Event of the Company, or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefrom; (g) Dispositions of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition not otherwise permitted under this Section 7.05 so long as (i) no Event of Default has occurred and is continuing immediately before and exist after giving effect to any such Disposition and Disposition; (ii) such Accounts Receivable are sold for cash; (iii) the book value cash purchase price to be paid to the selling Loan Party for each Account Receivable shall not be less than the amount of credit such Loan Party would have been able to get for such Account Receivable had such Account Receivable been included in the Borrowing Base (or, to the extent such Account Receivable is not otherwise eligible to be included in the Borrowing Base, then the cash purchase price to be paid shall not be less than 85% of the assets so Disposed face amount of as permitted by this Section 7.05(hsuch Account Receivable); (iv) such Account Receivable shall not, in the aggregate, exceed fifteen percent (15%) of the total assets of the Company and its Subsidiaries; provided, however, that any Disposition be sold pursuant to clauses (a) through (h) a Receivables Sales Agreement, a copy of which has been provided to the Administrative Agent and, to the extent required by the Administrative Agent, the AR Sales Transaction shall be for fair market value.subject to an Receivables Intercreditor Agreement (which, if required by the Administrative Agent, shall be entered into prior to any sale being made); (v) the Loan Parties have complied with the notice requirement set forth in

Dispositions. Make The Borrower shall not, and shall not permit any Subsidiary to, make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory and other property in the ordinary course of businessbusiness for fair consideration; (c) Dispositions of equipment or real property permitted under Section 7.04 and Dispositions to the extent that (i) such property a wholly-owned Domestic Subsidiary which is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 180 days of such Dispositiona Guarantor; (d) Dispositions of property by any Capital Stock of the Borrower and Dispositions of Capital Stock of a Subsidiary to a the Borrower or to a wholly-owned another Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must be to another Loan Party; (e) Dispositions permitted by under Section 7.047.14; (f) Dispositions of Subsidiaries Assets (including Capital Stock of a Subsidiary other than to the Company, Borrower or of assets or lines of businesses comprising campus locations, including those as of the Closing Date as set forth in Schedule 7.05 hereto, provided, that those that are not set forth in Schedule 7.05 shall be permitted so long as no Default has occurred and is continuing or would result therefrom; (ganother Subsidiary) Dispositions of Eligible Student Accounts Receivable; provided, however, that the gross book value of all Dispositions of Eligible Student Accounts Receivable permitted by this Section 7.05(g) shall not, in the aggregate, exceed $50,000,000 in any fiscal year; and (h) any other Disposition not otherwise permitted under this Section 7.05 in clauses (a) through (e) above, so long as (i) no Event at the time of Default has occurred and is continuing immediately before such Disposition and after giving effect to such Disposition thereto, no Default or Event of Default shall exist and (ii) to the book value extent the aggregate Net Proceeds of Dispositions during any fiscal year exceed 7.5% of Net Worth as of the assets so Disposed last day of as permitted by the immediately preceding fiscal year, the mandatory prepayments required pursuant to Section 2.05(d) hereof are made; provided, however, notwithstanding anything in this Section 7.05(h7.05(f) shall notto the contrary, in no event shall the aggregate, aggregate Net Proceeds of Dispositions not otherwise permitted in clauses (a) through (e) above during any fiscal year exceed fifteen percent (15%) % of Net Worth as of the total assets last day of the Company and its Subsidiariesimmediately preceding fiscal year without the prior consent of the Required Lenders; provided, however, that any Disposition pursuant to clauses (a) through (hf) shall be for fair market value.