Common use of Dispositions Clause in Contracts

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of unused, 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; (d) Dispositions of property by any Subsidiary to the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunder; (e) Dispositions of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of business; (f) Dispositions permitted by Section 7.04; (g) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years; (h) Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving the same geographical area), provided that (i) the net book value of the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement and (ii) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; and (i) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided, that (i) the consideration received by the Company or applicable Subsidiary consists of at least 75% cash and (ii) the net book value of the assets to be Disposed, together with the net book value of all other assets Disposed of pursuant to this clause (i), does not exceed $50,000,000 over the term of this Agreement; provided, however, that any Disposition pursuant to clauses (a) through (i) shall be for fair market value.

Dispositions. Make Neither the Company nor any Restricted Subsidiary shall, nor permit any Restricted Subsidiary to, make any Disposition or enter into any agreement to make any Disposition, Disposition except: (a) Dispositions of unused, obsolete to Excluded Subsidiaries by the Company or worn out property, whether now owned or hereafter acquired, any Guarantor in the ordinary course of businessbusiness for the purposes of maintenance, repair or replacement of operating assets; provided that the aggregate amount of all such Dispositions, when combined with the aggregate amount of Investments made in reliance on clause (a) of Section 7.17, does not exceed $100,000,000; (b) Dispositions of inventory between and among the Company and any Subsidiary; provided that, (i) if the transferor in such a transaction is a Loan Party, then either (A) the ordinary course of businesstransferee must a Loan Party or (B) such Disposition shall be treated as an Investment and such Investment must be a permitted Investment in accordance with Section 7.17 and (ii) to the extent constituting a Disposition to a Subsidiary that is not a Loan Party, such Disposition is for fair value and otherwise permitted by Section 7.17; (c) Dispositions any Disposition that results in the concurrent or substantially concurrent repayment in full and termination 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 propertythis Credit Agreement; (d) Dispositions of property by any Subsidiary to the Company or to a wholly-owned Subsidiaryother Dispositions; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunder; (e) Dispositions of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of business; (f) Dispositions permitted by Section 7.04; (g) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years; (h) Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving the same geographical area), provided that (i) the net book value of Company and the assets so Disposed Restricted Subsidiaries are in any transaction or series of related transactions does not exceed $50,000,000 over pro forma compliance with the term of this Agreement Financial Covenants, both immediately before and immediately after giving effect to such Disposition, (ii) any cash paid no Default shall have occurred and be continuing both immediately before and immediately after giving effect to such Disposition and (or Indebtedness assumediii) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; and (i) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided, that (i) the consideration received by the Company or applicable Subsidiary consists of at least 75% cash and (ii) the net book value of the assets to aggregate consideration for such Disposition shall be Disposed, together with the net book value of all other assets Disposed of pursuant to this clause (i), does not exceed $50,000,000 over the term of this Agreementpaid in cash or Cash Equivalents; provided, however, that any Disposition pursuant to clauses (a) through (ithis Section 7.24(d) shall be for fair market value and shall be subject to the requirements of Section 2.05(b); provided, further that, for purposes of this provision, each of the following shall be deemed to be cash: (i) (A) instruments, notes, securities or other obligations received by the Company or such Restricted Subsidiary from the purchaser that within 180 days of the closing is converted by the Company or such Restricted Subsidiary to cash or Cash Equivalents, to the extent of the cash or Cash Equivalents actually so received and (B) any cash payments received with respect to instruments, notes, securities or other obligations referred to in clause (A) immediately above within 180 days of such Disposition; (ii) the assumption by the purchaser of Indebtedness or other obligations or liabilities (as shown on the Company’s most recent balance sheet or in the footnotes thereto) of the Company or a Restricted Subsidiary pursuant to operation of law or a customary novation or assumption agreement; and (iii) any Designated Non-Cash Consideration received by the Company or such Restricted Subsidiary in the Disposition, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed $25,000,000 at the time of receipt of such outstanding Designated Non-Cash Consideration (with the fair market value (as reasonably determined by the Company in good faith) of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (e) any Disposition of the Specified Investments for fair market value to a Person that is not an Affiliate of the Company; (f) any Disposition of Securitization Assets to a special purpose securitization vehicle (or similar entity); provided, that such Disposition shall be for no less than the fair market value of such property at the time of such Disposition; (g) Dispositions (other than of any interest in the Arena) to the extent of any exchange of like property (excluding any boot thereon permitted by such provision) for use in any business conducted by the Company or any of the Restricted Subsidiaries to the extent allowable under Section 1031 of the Code (or comparable or successor provision) or to the extent of any conversion allowable under Section 1033 of the Code (or comparable or successor provision); (h) Dispositions of property consisting of Events of Loss; (i) the Disposition to Parent on the Effective Date of (x) the Equity Interests in MSG BCE, LLC and BCE and (y) Indebtedness owed by BCE to the Borrower; (j) Dispositions in connection with sale and leaseback transactions in an amount not to exceed $25,000,000; and (k) other Dispositions involving assets having a collective fair market value of not greater than $10,000,000.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of unusedobsolete, obsolete damaged, worn out, used, immaterial 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 its Restricted Subsidiaries or economically practicable or commercially desirable to maintain; (b) Dispositions of inventory inventory, equipment, goods and any other assets held for sale in the ordinary course of business; (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 6.19 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; (d) Dispositions of property by any Subsidiary to among Holdings, the Company or to a wholly-owned SubsidiaryBorrower and its Restricted Subsidiaries; provided that if the transferor of such property is a Subsidiary Guarantor, Loan Party (i) the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d)a Loan Party, (eii) the Investment arising from such Disposition must be a permitted Investment in accordance with Section 7.02 (other than Section 7.02(e)) or (i), such Dispositions iii) the consideration paid in connection therewith shall be treated cash or Cash Equivalents paid contemporaneously with the consummation of the transaction and the aggregate fair market value (as Investments under such section determined in good faith by the Borrower) of the property sold, leased, licensed, transferred or otherwise disposed of by Loan Parties to Non-Loan Parties in reliance of this clause (d)(iii) in any fiscal year shall not exceed the greater of (x) $20,000,000 and such Investments must be permitted thereunder(y) 1.0% of Consolidated Tangible Assets (calculated on a Pro Forma Basis); (e) Dispositions permitted by Section 7.02 (other than Section 7.02(e)), Section 7.04 (other than Section 7.04(c) or (h)), Section 7.06 (other Section 7.06(d)) and Section 7.12 and Liens permitted by Section 7.01 (other than Section 7.01(m)(ii)); (f) Dispositions with respect to property built or acquired by the Borrower or any Restricted Subsidiary after the Closing Date, including pursuant to sale-leaseback transactions; (g) Dispositions of (i) Cash Equivalents, (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 and (iii) investment securities in the ordinary course of management of the investment portfolio of the applicable Person; (h) leases, subleases, licenses or sublicenses (including licenses or sublicenses of intellectual property or software, including the provision of software under an open source license), in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Restricted Subsidiaries, taken as a whole; (i) Dispositions 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 Specified Default would result from such Disposition and (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of the greater of $50,000,000 and 2.5% of Consolidated Tangible Assets, the Borrower or any of its 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 purposes of this clause (ii), (A) any liabilities (as shown (or would have been 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 (1) are assumed by the transferee with respect to the applicable Disposition, (2) for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing or pursuant to applicable Law or (3) 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 the greater of (1) $55,000,000 or (2) 2.75% of Consolidated Tangible Assets (calculated on a Pro Forma Basis), 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 to be cash; (k) Dispositions of 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 collection, compromise or compromise 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 1031 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 Borrower or any of its Restricted Subsidiaries that is not in contravention of Section 6.19; (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, facility or other location in the ordinary course of business of the Borrower and its Restricted Subsidiaries, which consist of leasehold interests in the premises of such office, facility or other location, the equipment and fixtures located at such premises and the books and records relating exclusively and directly to the operations of such office, facility or other location; 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 or abandonment (including failure to maintain) in the ordinary course of business of any registrations or applications for registration of any (i) intellectual property rights that are not necessary or desirable in the conduct of the business of the Borrower or any Restricted Subsidiaries, or (ii) immaterial intellectual property rights that in the good faith determination of the Borrower are no longer economically practicable or commercially desirable to maintain or use in the business of the Borrower and its Restricted Subsidiaries (taken as a whole); (r) any Disposition (i) arising from foreclosure, casualty, condemnation or any similar action or transfers by reason of eminent domain with respect to any property or other asset of the Borrower or any of its Restricted Subsidiaries or (ii) 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 accounts receivable or notes receivable in the ordinary course of businessbusiness or the conversion of accounts receivable to notes receivable or Investments permitted under this Agreement, in each case in connection with the collection or compromise thereof; (fu) Dispositions permitted 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 of have an aggregate fair market value (as determined in good faith by Section 7.04the Borrower) not in excess of the greater of (i) $100,000,000 and (ii) 5.0% of Consolidated Tangible Assets (calculated on a Pro Forma Basis), in the aggregate for any fiscal year; (gv) non-exclusive licenses of IP Rights any grant in the ordinary course of business and substantially consistent with past practice for terms of any license of patents, trademarks, software, know-how, copyrights, or any other intellectual property rights, including, but not exceeding five yearslimited to, grants of franchises or licenses, franchise or license master agreements and/or area development agreements; (hw) Dispositions to effect other Dispositions contemplated on the Closing Date and, to the extent the assets subject of such Disposition have a book value on the Closing Date in excess of $5,000,000, 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) Dispositions (in whole or in part) of the IT Services Business or the businesses, property or assets thereof; (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) to the extent constituting a swap/exchange Disposition, any Specified Non-Recourse Obligation; (bb) de minimis amounts of assets for similar assets equipment provided to employees; (although not necessarily serving cc) the same geographical area), provided that Borrower and any Restricted Subsidiary may (i) the net book value of the assets so Disposed in convert any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement and intercompany Indebtedness to Equity Interests; (ii) settle, discount, write off, forgive or cancel any cash paid (intercompany Indebtedness or Indebtedness assumed) other obligation owing by the Company 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 Holdings, the Borrower or any Subsidiary or any of its Subsidiaries their successors or assigns; (dd) Dispositions in the nature of asset swaps conducted on an arms-length basis with bona fide third parties unaffiliated with the Borrower or any Affiliate of the Borrower; (ee) if such Person is an Excluded Subsidiary, any sale, lease, license, transfer or other disposition of assets by such Person to any other Excluded Subsidiary; (ff) any Disposition of Transferred Assets by such Person in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth Securitization Facility, the Factoring Facility and/or any other Permitted Receivables Financing; (gg) any sale or granting of any interest in clause conduits, fibers, dark fiber or an indefeasible right to use dark fiber or fiber capacity; (i)(iihh) belowany Disposition of the Equity Interests of any Unrestricted Subsidiary (other than any Unrestricted Subsidiary whose only assets are Cash and Cash Equivalents); and (iii) Dispositions made in connection with any Permitted IPO Reorganization; provided that any Disposition of any property to a Person pursuant to Sections 7.05(c), (d)(iii), (f), (j) and (dd) other than to the Borrower or a Subsidiary Guarantor, shall be for no less than the fair market value of such property at the time of such Disposition as determined by the Company Borrower in good faith. To the extent any Collateral is Disposed of as permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and its Subsidiaries not otherwise permitted under clear of the Liens created by the Loan Documents, and the Administrative Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing. For purposes of determining compliance with this Section 7.05; provided, in the event that any Disposition (ior any portion thereof) at any time, whether at the consideration received by time of occurrence or upon the Company application of all or applicable Subsidiary consists a portion of at least 75% cash and the proceeds thereof or subsequently, meets the criteria of more than one of the categories of Dispositions described above in Sections 7.05(a) through (ii), the Borrower, in its sole discretion, may classify or subsequently reclassify (or later divide, classify or reclassify) such Disposition (or any portion thereof) in any one or more of the types of Dispositions described in Sections 7.05(a) through (ii) the net book value of the assets to be Disposed, together in any manner that complies with the net book value of all other assets Disposed of pursuant to this clause (i), does not exceed $50,000,000 over the term of this Agreement; provided, however, that any Disposition pursuant to clauses (a) through (i) shall be for fair market valuecovenant.

Dispositions. Make Dispose of any Disposition property or enter into any agreement to make any Dispositionassets, exceptother than: (a) Dispositions of unusedworn-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 propertyPermitted Investments; (d) Dispositions of property by any Subsidiary to between and among the Company or to a wholly-owned SubsidiaryBorrower and the Subsidiaries; provided that if the transferor of in such property a transaction is a Subsidiary GuarantorLoan Party, then either (x) the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) a Loan Party or (i), y) such Dispositions Disposition shall be treated as Investments under such section made in compliance with Sections 6.04 and such Investments must be permitted thereunder6.09; (e) Dispositions of accounts receivable in connection sale leaseback transactions with the collection or compromise of such accounts receivable in the ordinary course of businessrespect to property having an aggregate fair market value not to exceed $10,000,000; (f) Dispositions not otherwise permitted by Section 7.04; (g) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years; (h) Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving the same geographical area), hereunder; provided that (i) at the net book value time of the assets so Disposed in any transaction such Disposition, no Default or series Event of related transactions does not exceed $50,000,000 over the term of this Agreement Default shall have occurred and be continuing or would result 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 cash paid Indebtedness that is subordinated in right of payment to the Obligations or the prepayment of which is otherwise subject to limitation hereunder), and (or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; and (i) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided, that (iiii) the consideration received by the Company or applicable Subsidiary consists of at least 75% cash and (ii) the net book value of the assets to be Disposed, together with the net book aggregate fair market value of all other assets Disposed of pursuant to this clause (i), does f) shall not exceed (A) $50,000,000 over 10,000,000 in any fiscal year or (B) $30,000,000 in the term of this Agreementaggregate; provided, however, that and (g) any Disposition pursuant to (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 (other than those permitted by clauses (ab) through and (id) above) shall be made for at least the fair market valuevalue of the assets or property subject to such Disposition.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of unused, 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; (d) Dispositions of property (i) by any Subsidiary to the Company or to a wholly-owned Subsidiary; provided Subsidiary and (ii) that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must would be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) or (i), such Dispositions shall be treated permitted as Investments under such section and such Investments must be permitted thereunderSection 7.02(g) or 7.02(j); (e) Dispositions of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of business; (f) Dispositions permitted by Section 7.04; (f) [reserved]; (g) non-exclusive licenses the Disposition of IP Rights in accounts receivable pursuant to the ordinary course of business Receivables Facility and substantially consistent with past practice for terms not exceeding five yearsany other receivables facility permitted by Section 7.03(h)(ii); (h) Dispositions constituting a swap/exchange licenses of assets for similar assets (although not necessarily serving the same geographical area), provided that IP Rights on arm’s length terms; (i) the net book value sale or issuance of the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement and (ii) any cash paid (or Indebtedness assumed) by Subsidiary’s Capital Stock to the Company or any Subsidiary to the extent permitted under Section 7.02(g) or 7.02(j), and any transfer of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) belowCapital Stock of a Foreign Subsidiary from a Domestic Subsidiary to another Foreign Subsidiary; and (ij) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided, provided that (i) at the consideration received by the Company time of such Disposition, no Default shall exist or applicable Subsidiary consists of at least 75% cash and would result from such Disposition, (ii) immediately after giving effect to such Disposition, the net book value Company and its Subsidiaries shall be in pro forma compliance with the financial covenant set forth in Section 7.11, such compliance to be determined on the basis of the assets financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) and (iii) (x) so long as the Company is rated Investment Grade and to the extent such Disposition could not reasonably be Disposedexpected to materially disadvantage the business of the Company and its Subsidiaries, together with taken as a whole, as of the net Closing Date, there shall be no limit on the aggregate book value of all other assets property Disposed of pursuant to in reliance on this clause (ij), does and (y) so long as the Company is not rated Investment Grade, the aggregate book value of all property Disposed of in reliance on this clause (j) shall not exceed $50,000,000 over 20% of Consolidated Total Assets (measured as of the term applicable date of this Agreementthe financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a)); provided, however, that any Disposition pursuant to the preceding clauses (a) through (j) (other than with respect to clauses (d) and (i) and other intercompany transfers (x) from the Company or a Domestic Subsidiary to another Domestic Subsidiary and (y) from a Foreign Subsidiary to the Company or to a Domestic Subsidiary) shall be for fair market value.

Dispositions. Make any Disposition (other than as part of or enter into any agreement to make any Dispositionin connection with the Transactions), except: (a) Dispositions of unusedobsolete, 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 Parent Borrower or any of its Restricted Subsidiaries; (b) Dispositions of inventory and goods held for sale in the ordinary course of business and immaterial assets (considered in the aggregate) 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; (d) Dispositions of property by any Subsidiary to the Company Parent Borrower or to a wholly-owned any Restricted Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, Loan Party (i) the transferee thereof must be a Loan Party or (ii) if such transaction constitutes an entity in which Investment, such Subsidiary Guarantor may make an Investment pursuant to must be a Restricted Payment permitted by Section 7.02(d7.06 (other than Section 7.06(b)(xix), (e) or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereundera Permitted Investment; (e) Dispositions that otherwise constitute a Permitted Investment, are permitted by Section 7.04 (other than Section 7.04(f)) or otherwise constitute a Restricted Payment permitted by Section 7.06 (other than Section 7.06(b)(xix)) and Liens permitted by Section 7.01 (other than Section 7.01(m)(ii)); (f) Dispositions of property pursuant to sale-leaseback transactions; (g) Dispositions of Cash Equivalents; (i) leases, subleases, licenses or sublicenses, in each case in the ordinary course of business and which do not materially interfere with the business of the Parent Borrower and the Restricted Subsidiaries, taken as a whole; and (ii) Dispositions of intellectual property that do not materially interfere with the business of the Parent Borrower or any of its Restricted Subsidiaries; (i) transfers of property subject to Casualty Events; (j) Dispositions of property; provided that (i) 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 Default has occurred and is continuing), no Default shall have occurred and is continuing 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 $75,000,000, the Parent Borrower or any of its 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 at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Xxxxxxxx 0.00(x), (x), (x), (x), (x), (x), (x), (xx) (only to the extent such Liens are replacing Liens originally incurred under Section 7.01(gg) and the Obligations are secured by such cash and Cash Equivalents to the same extent), (bb) (only to the extent the Obligations are secured by such cash and Cash Equivalents to the same extent), (cc) (only to the extent the Obligations are secured by such cash and Cash Equivalents to the same extent) and (gg) (only to the extent the Obligations are secured by such cash and Cash Equivalents to the same extent)); provided, however, that for the purposes of this clause (ii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Parent Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Parent Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that (i) are assumed by the transferee of any such assets or (ii) that are otherwise cancelled or terminated in connection with the transaction with such transferee (other than intercompany debt owed to the Parent Borrower or its Restricted Subsidiaries) and, in each case, for which the Parent Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities, notes or other obligations or assets received by the Parent Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Parent 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, (C) Indebtedness of any Restricted Subsidiary that ceases to be a Restricted Subsidiary as a result of such Disposition (other than intercompany debt owed to the Parent Borrower or its Restricted Subsidiaries), to the extent that the Parent Borrower and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Disposition and (D) 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 (D) that is at that time outstanding, not in excess of the greater of $175,000,000 and 2.25% of Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value; (k) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (l) Dispositions or discounts of accounts receivable in connection with the collection or compromise thereof; (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 1031 of the Code (or comparable or successor provision), any exchange of like property (excluding any boot thereon permitted by such provision) for use in any business conducted by the Parent Borrower or any of its Restricted Subsidiaries that is not in contravention of Section 7.07; (o) the unwinding of any Swap Contract; (p) any Disposition of Securitization Assets to a Securitization Subsidiary; (q) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights; (r) any swap of assets (other than Cash Equivalents) in exchange for assets of the same type in the ordinary course of business of comparable or greater value or usefulness to the business of the Parent Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Parent Borrower; (s) Dispositions of non-core assets acquired in connection with Permitted Acquisitions or any other acquisition or Investment permitted under this Agreement within twelve months thereof or, if the Parent Borrower (or any of its Restricted Subsidiaries) enters into a legally binding commitment to make such Disposition within twelve months thereof, within eighteen months of such accounts receivable acquisition or Investment; provided that the aggregate amount of such Dispositions shall not exceed 25% of the fair market value of the acquired entity or business; and (t) any surrender or waiver of contract rights or the settlement, release or surrender of contract rights or other litigation claims in the ordinary course of business; (f) Dispositions permitted by Section 7.04; (g) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years; (h) Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving the same geographical area), ; provided that (i) the net book value any Disposition of the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement and (ii) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; and (i) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided, that (i) the consideration received by the Company or applicable Subsidiary consists of at least 75% cash and (ii) the net book value of the assets to be Disposed, together with the net book value of all other assets Disposed of property pursuant to this clause Section 7.05 (except pursuant to Sections 7.05(e), (i), does not exceed $50,000,000 over (k), (m), (o), (p), (q) and (t) and except for Dispositions from the term of this Agreement; providedParent Borrower or a Restricted Subsidiary to the Parent Borrower or a Restricted Subsidiary), however, that any Disposition pursuant to clauses (a) through (i) shall be for no less than the fair market valuevalue of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Credit Documents, and, if requested by the Administrative Agent, upon the certification by the Parent Borrower that such Disposition is permitted by this Agreement, the Administrative Agent shall be authorized 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 unused, 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 propertyproperty within 180 days of such Disposition; (d) Dispositions of property by any Subsidiary to the Company a Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunderanother Loan Party; (e) Dispositions of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of business; (f) 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) non-exclusive licenses Dispositions of IP Rights 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 ordinary course of business and substantially consistent with past practice for terms not exceeding five years;aggregate, exceed $50,000,000 in any fiscal year; and (h) Dispositions constituting a swap/exchange of assets for similar assets (although any other Disposition not necessarily serving the same geographical area), provided that 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 net book value of the assets so Disposed of as permitted by this Section 7.05(h) shall not, in any transaction or series the aggregate, exceed fifteen percent (15%) of related transactions does not exceed $50,000,000 over the term total assets of this Agreement and (ii) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; and (i) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided, that (i) the consideration received by the Company or applicable Subsidiary consists of at least 75% cash and (ii) the net book value of the assets to be Disposed, together with the net book value of all other assets Disposed of pursuant to this clause (i), does not exceed $50,000,000 over the term of this AgreementSubsidiaries; provided, however, that any Disposition pursuant to clauses (a) through (ih) shall be for fair market value.

Dispositions. Make The Company will not, and will not permit any Disposition or enter into any agreement to Restricted Subsidiary to, make any Disposition, except: (a) Dispositions of unused, obsolete or worn out propertyProperty and Dispositions of property no longer used or useful in the conduct of the business of the Company and the Restricted Subsidiaries, whether now owned or hereafter acquiredin each case, in the ordinary course of business; (b) Dispositions of inventory and other assets in the ordinary course of business; (c) Dispositions of equipment or real property Property to the extent that (i) such property Property is exchanged for credit against the purchase price of similar replacement property Property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement propertyProperty; (d) Dispositions of property by any Subsidiary Property (including the issuance of Equity Interests) (i) to the Company or to a wholly-owned Restricted Subsidiary; provided that if the transferor of such property Property is a Subsidiary GuarantorLoan Party, the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(da Loan Party (other than Holdings), (eii) or to the extent such transaction constitutes an Investment permitted under Section 6.05 and (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunderiii) consisting of Equity Interests of Foreign Subsidiaries to other Foreign Subsidiaries; (e) Dispositions permitted by Sections 6.03, 6.04 and 6.05 and Liens permitted by Section 6.02 and Dispositions of Receivables and Permitted Receivables Related Assets in connection with Permitted Receivables Facilities; (f) Dispositions of cash and Cash Equivalents (or other assets that were Cash Equivalents when the original Investment was made) in the ordinary course of business; (g) Dispositions of accounts receivable in connection with the collection or compromise thereof; (h) Dispositions of Investments made pursuant to Section 6.05(v); (i) transfers of Property to the extent subject to Casualty Events; (j) any Disposition of Property; provided that (i) at the time of such accounts receivable Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Event of Default exists), no Event of Default shall exist or would result from such Disposition, (ii) at the time of any such Disposition, the aggregate book value of all property Disposed of in reliance on this clause (j) (including such Disposition) during any fiscal year of the Company would not exceed the greater of (x) $50,000,000 and (y) 1.75% of Consolidated Total Assets as of the last day of the most recent fiscal year or fiscal quarter for which financial statements of the Company have been delivered pursuant to Section 5.01(a) or 5.01(b); provided that, in addition to such maximum annual amount, Restricted Subsidiaries that are not Loan Parties may Dispose of additional assets with an aggregate fair market value (as determined in good faith by the Borrower) not to exceed $50,000,000 in any fiscal year (or $200,000,000 in the aggregate since the Closing Date) so long as the Net Cash Proceeds of any Disposition pursuant to this proviso are applied within (x) twelve (12) months following receipt of such Net Cash Proceeds or (y) if the Company or a Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve (12) months following receipt thereof, within six (6) months following the last day of such twelve month period to purchase assets used or useful in the business of the Company or a Restricted Subsidiary or used to acquire an entity engaged in a Permitted Business and (iii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $10,000,000, the Company or a Restricted Subsidiary 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 (iii), each of the following shall be deemed to be cash: (A) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Company or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Company and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Company or such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) Designated Non-Cash Consideration (when aggregated with the amount of Designated Non-Cash Consideration outstanding pursuant to clause (k) below) in an aggregate principal amount outstanding not to exceed the greater of (x) $25,000,000 and (y) 0.875% of Consolidated Total Assets at any time; (k) Dispositions disclosed in writing to the Lenders prior to the Closing Date; provided that the Company or a Restricted Subsidiary shall receive not less than 75% of the consideration for any such Disposition in the form of cash or Cash Equivalents; provided, however, that for the purposes of this clause (iii), each of the following shall be deemed to be cash: (A) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Company or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Company and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Company or such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) Designated Non-Cash Consideration in an aggregate principal amount outstanding (when aggregated with the amount of Designated Non-Cash Consideration outstanding pursuant to clause (j) above) not to exceed the greater of (x) $25,000,000 and (y) 0.875% of Consolidated Total Assets at any time; (l) Dispositions of Investments in, and issuances of any Equity Interests 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; (m) any Restricted Subsidiary may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; (n) so long as no Event of Default has occurred and is continuing, the Company and its Restricted Subsidiaries may transfer inventory in a non-cash or cash transfer to Restricted Subsidiaries of the Company in the ordinary course of its business; (o) so long as no Event of Default exists at the time of the respective transfer or immediately after giving effect thereto, Loan Parties shall be permitted to transfer additional assets (other than inventory, cash, Cash Equivalents and Equity Interests in any Loan Party) to other Restricted Subsidiaries of the Company, so long as cash in an amount at least equal to the fair market value of the assets so transferred is received by the respective transferor; (p) the Company and its Restricted Subsidiaries may sell or exchange specific items of equipment, in connection with the exchange or acquisition of replacement items of equipment which are useful in a Permitted Business; (q) any surrender or waiver of contract rights or the settlement, release, recovery on or surrender of contract, tort or other claims of any kind in the ordinary course of business; (fr) Dispositions permitted by Section 7.04made to comply with any order of any Governmental Authority or any applicable Law; (gs) non-exclusive licenses any sale of IP Rights in motor vehicles and information technology equipment purchased at the ordinary course end of business an operating lease and substantially consistent with past practice for terms not exceeding five yearsresold thereafter; (ht) Dispositions constituting a swap/exchange any Foreign Subsidiary may issue Equity Interests to qualified directors where required by applicable law or to satisfy other requirements of assets for similar assets applicable law with respect to ownership of Capital Stock in Foreign Subsidiaries; (although not necessarily serving the same geographical area), provided that (iu) the net book value sale or issuance of the assets so Disposed Equity Interests of any Foreign Subsidiary (other than a Loan Party) to any other Foreign Subsidiary including in connection with any transaction tax restructuring activities not otherwise prohibited hereunder; (v) terminations or series the unwinding of related transactions does not exceed $50,000,000 over any Swap Agreement permitted hereunder; (w) the term Disposition of this Agreement and the Capital Stock in, Indebtedness of, or other securities issued by, an Unrestricted Subsidiary; (iix) the Company, or any cash paid (of its Restricted Subsidiaries may sell or Indebtedness assumed) by transfer any property to any other Person that the Company or any of its Restricted Subsidiaries in connection with leases or intends to lease such swap/exchange shall reduce dollar-for-dollar property for substantially the amount set forth in same purpose as the property which has been or is to be sold or transferred so long as such transaction is either (i) a capital lease or purchase money Indebtedness permitted by Section 6.01(e), or (ii)(A) made for cash consideration or Qualified Equity Interests or the proceeds of an issuance of Qualified Equity Interests, (B) the Borrower or its applicable Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (C) the aggregate fair market value of the assets sold subject to all sale and leaseback transactions under this clause (i)(iix) belowshall not exceed the greater of $15,000,000 and 0.50% of Consolidated Total Assets of the Borrower determined at the time of consummating such Sale and Lease-Back Transaction (calculated on a Pro Forma Basis) as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01(a) or (b), as applicable; and (i) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided, that (iy) the consideration received by the Company or applicable Subsidiary consists of at least 75% cash and (ii) the net book value consummation of the assets to be Disposed, together with Hawaii Plantation Acquisition and the net book value performance of all other assets Disposed of pursuant to this clause the Company’s (i), does not exceed $50,000,000 over or the term of this Agreementapplicable Subsidiary’s) obligations thereunder; provided, however, provided that any Disposition of any Property to the extent classified pursuant to clauses one or more of Sections 6.11(j) and (a) through (ik) shall be for no less than the fair market valuevalue of such Property at the time of such Disposition in the good faith determination of the Company.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of unusedobsolete, obsolete surplus or worn out property, whether now owned or hereafter acquired, in the ordinary course of businessbusiness and Dispositions of tangible property no longer used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries; (b) the abandonment or other Disposition of IP Rights (including allowing any registrations or any applications for registration of any IP Rights to lapse or go abandoned) to the extent Borrower determines in its reasonable business judgment that (i) such IP Rights are not commercially reasonable to maintain under the circumstances and (ii) such Disposition could not reasonably be expected to materially and adversely affect the business of the Borrower or any of its Restricted Subsidiaries; (c) Dispositions of inventory and goods held for sale in the ordinary course of business; (cd) 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; (de) any surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract, tort or other claims in the ordinary course of business; (f) (A) Dispositions permitted by Section 7.04, (B) Liens permitted by Section 7.01 (other than Section 7.01(o)(ii)), (C) Investments permitted by Section 7.02 (other than Section 7.02(e) with respect to Dispositions under this Section 7.05 and Section 7.02(h)) and (D) Restricted Payments permitted by Section 7.06; (g) Dispositions by the Borrower and its Restricted Subsidiaries of property pursuant to sale-leaseback transactions (other than any Windsor Property); provided that (i) the fair market value of all property so Disposed of shall not exceed $20,000,000 from and after the Closing Date and (ii) the purchase price for such property shall be paid to the Borrower or such Restricted Subsidiary for not less than 75% cash consideration; (h) Dispositions of property by any Subsidiary to the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunderCash Equivalents; (ei) Dispositions of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of businessthereof; (fj) Dispositions permitted by Section 7.04; (g) non-exclusive licenses licensing or sublicensing of IP Rights in the ordinary course of business on customary terms and substantially consistent which does not materially interfere with past practice for terms not exceeding five yearsthe business of the Borrower and its Restricted Subsidiaries; (hk) sales of property and issuances and sales of Equity Interests (A) among or between Loan Parties (other than Holdings); provided that the sale or issuance by the Borrower of its Equity Interests to Holdings shall be permitted, (B) among or between Restricted Subsidiaries that are not Loan Parties, (C) by Restricted Subsidiaries that are not Loan Parties to the Loan Parties (other than Holdings) or (D) by Loan Parties to Restricted Subsidiaries that are not Loan Parties; provided that the fair market value of all property so Disposed of pursuant to this sub-clause ((D)) shall not exceed $25,000,000 in the aggregate; (l) leases, subleases, licenses or sublicenses of property in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Restricted Subsidiaries; (m) transfers of property subject to Casualty Events upon receipt of the Net Cash Proceeds of such Casualty Event; (n) Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving the same geographical area), provided that (i) the net book value of the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement Memcor Business and (ii) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollarWindsor Property, including pursuant to a sale-for-dollar the amount set forth in clause (i)(ii) belowleaseback transaction; and (io) Dispositions by the Company Borrower and its Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided, that (i) at the consideration received by the Company 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 exists), no Event of Default shall exist or applicable Subsidiary consists of at least 75% cash and would result from such Disposition, (ii) the net book value of the assets to be Disposed, together with the net aggregate book value of all other assets property Disposed of pursuant to in reliance on this clause (i), does o) shall not exceed $50,000,000 over 25,000,000 and (iii) the term of this Agreementpurchase price for such property shall be paid to the Borrower or such Restricted Subsidiary for not less than 75% cash consideration; provided, however, that any Disposition of any property pursuant to clauses this Section 7.05 (aexcept pursuant to Sections 7.05(e), (h) through and (i) j)), shall be for no less than the fair market valuevalue of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent and the Collateral Agent shall be authorized 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 unused, obsolete or worn out or surplus property, or otherwise no longer used or useful, 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; (d) Dispositions of property by a Borrower or any Subsidiary to the Company another Borrower or to a whollyWholly-owned Owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunder; (e) Dispositions permitted by Section 7.04, or otherwise affected pursuant to an Investment pursuant to Section 7.02, and the granting of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of businessLiens permitted under Section 7.01; (f) Dispositions permitted by of Subsidiaries, or their property, that are not Loan Parties so long as both before and immediately after giving pro forma effect to any such Disposition (i) no Default shall then exist and (ii) the Loan Parties shall be in compliance with Section 7.04;7.11 as of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.01 hereof; and (g) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years; (h) Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving the same geographical area), provided that (i) the net book value of the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement and (ii) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; and (i) Dispositions by the Company Borrowers and its their Subsidiaries not otherwise permitted under this Section 7.05; provided, provided that (i) at the consideration received by the Company time of such Disposition, no Default shall exist or applicable Subsidiary consists of at least 75% cash would result from such Disposition and (ii) the net book value of the assets to be Disposed, together with the net aggregate book value of all other assets property Disposed of pursuant to in reliance on this clause (i), does g) in any fiscal year shall not exceed $50,000,000 over the term of this Agreement; provided, however, that any Disposition pursuant to clauses (a) through (i) shall be for fair market value75,000,000.

Dispositions. Make The Company will not, and will not permit any Disposition or enter into any agreement to Restricted Subsidiary to, make any Disposition, except: (a) Dispositions of unused, obsolete or worn out propertyProperty and Dispositions of property no longer used or useful in the conduct of the business of the Company and the Restricted Subsidiaries, whether now owned or hereafter acquiredin each case, in the ordinary course of business; (b) Dispositions of inventory and other assets in the ordinary course of business; (c) Dispositions of equipment or real property Property to the extent that (i) such property Property is exchanged for credit against the purchase price of similar replacement property Property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement propertyProperty; (d) Dispositions of property by any Subsidiary Property (including the issuance of Equity Interests) (i) to the Company or to a wholly-owned Restricted Subsidiary; provided that if the transferor of such property Property is a Subsidiary GuarantorLoan Party, the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(da Loan Party (other than Holdings), (eii) or to the extent such transaction constitutes an Investment permitted under Section 6.05 and (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunderiii) consisting of Equity Interests of Foreign Subsidiaries to other Foreign Subsidiaries; (e) Dispositions permitted by Sections 6.03, 6.04 and 6.05 and Liens permitted by Section 6.02 and Dispositions of Receivables and Permitted Receivables Related Assets in connection with Permitted Receivables Facilities; (f) Dispositions of cash and Cash Equivalents (or other assets that were Cash Equivalents when the original Investment was made) in the ordinary course of business; (g) Dispositions of accounts receivable in connection with the collection or compromise thereof; (h) Dispositions of Investments permitted pursuant to Section 6.05(v) of the Term Credit Agreement as in effect on the Closing Date (it being understood that no disposition of ABL Priority Collateral shall be permitted by this clause (h); (i) transfers of Property to the extent subject to Casualty Events; (j) any Disposition of Property; provided that (i) 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 exists), no Event of Default shall exist or would result from such Disposition, (ii) at the time of any such Disposition, the aggregate book value of all property Disposed of in reliance on this clause (j) (including such Disposition) during any fiscal year of the Company would not exceed the greater of (x) $50,000,000 and (y) 1.75% of Consolidated Total Assets as of the last day of the most recent fiscal year or fiscal quarter for which financial statements of the Company have been delivered pursuant to Section 5.01(a) or 5.01(b); provided that, in addition to such maximum annual amount, Restricted Subsidiaries that are not Loan Parties may Dispose of additional assets with an aggregate fair market value (as determined in good faith by the Borrower) not to exceed $50,000,000 in any fiscal year (or $200,000,000 in the aggregate since the Closing Date) so long as the Net Cash Proceeds of any Disposition pursuant to this proviso are applied within (x) twelve (12) months following receipt of such Net Cash Proceeds or (y) if the Company or a Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve (12) months following receipt thereof, within six (6) months following the last day of such twelve month period to purchase assets used or useful in the business of the Company or a Restricted Subsidiary or used to acquire an entity engaged in a Permitted Business and (iii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $10,000,000, the Company or a Restricted Subsidiary 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 (iii), each of the following shall be deemed to be cash: (A) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Company or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Company and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Company or such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) Designated Non-Cash Consideration (when aggregated with the amount of Designated Non-Cash Consideration outstanding pursuant to clause (k) below) in an aggregate principal amount outstanding not to exceed the greater of (x) $25,000,000 and (y) 0.875% of Consolidated Total Assets at any time; (k) Dispositions disclosed in writing to the Lenders prior to the Closing Date; provided that the Company or a Restricted Subsidiary shall receive not less than 75% of the consideration for any such Disposition in the form of cash or Cash Equivalents; provided, however, that for the purposes of this clause (k), each of the following shall be deemed to be cash: (A) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Company or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Company and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Company or such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) Designated Non-Cash Consideration in an aggregate principal amount outstanding (when aggregated with the amount of Designated Non-Cash Consideration outstanding pursuant to clause (j) above) not to exceed the greater of (x) $25,000,000 and (y) 0.875% of Consolidated Total Assets at any time; (l) Dispositions of Investments in, and issuances of any Equity Interests 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; (m) any Restricted Subsidiary may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; (n) so long as no Event of Default has occurred and is continuing, the Company and its Restricted Subsidiaries may transfer inventory (other than ABL Priority Collateral) in a non-cash or cash transfer to Restricted Subsidiaries of the Company in the ordinary course of its business; (o) so long as no Event of Default exists at the time of the respective transfer or immediately after giving effect thereto, Loan Parties shall be permitted to transfer additional assets (other than inventory, accounts receivable receivable, cash, Cash Equivalents and Equity Interests in any Loan Party) to other Restricted Subsidiaries of the Company, so long as cash in an amount at least equal to the fair market value of the assets so transferred is received by the respective transferor; (p) the Company and its Restricted Subsidiaries may sell or exchange specific items of equipment, in connection with the exchange or acquisition of replacement items of equipment which are useful in a Permitted Business; (q) any surrender or waiver of contract rights or the settlement, release, recovery on or surrender of contract, tort or other claims of any kind in the ordinary course of business; (fr) Dispositions permitted by Section 7.04made to comply with any order of any Governmental Authority or any applicable Law; (gs) non-exclusive licenses any sale of IP Rights in motor vehicles and information technology equipment purchased at the ordinary course end of business an operating lease and substantially consistent with past practice for terms not exceeding five yearsresold thereafter; (ht) Dispositions constituting a swap/exchange any Foreign Subsidiary may issue Equity Interests to qualified directors where required by applicable law or to satisfy other requirements of assets for similar assets applicable law with respect to ownership of Capital Stock in Foreign Subsidiaries; (although not necessarily serving the same geographical area), provided that (iu) the net book value sale or issuance of the assets so Disposed Equity Interests of any Foreign Subsidiary (other than a Loan Party) to any other Foreign Subsidiary including in connection with any transaction tax restructuring activities not otherwise prohibited hereunder; (v) terminations or series the unwinding of related transactions does not exceed $50,000,000 over any Swap Agreement permitted hereunder; (w) the term Disposition of this Agreement and the Capital Stock in, Indebtedness of, or other securities issued by, an Unrestricted Subsidiary; (iix) the Company, or any cash paid (of its Restricted Subsidiaries may sell or Indebtedness assumed) by transfer any property to any other Person that the Company or any of its Restricted Subsidiaries in connection with leases or intends to lease such swap/exchange shall reduce dollar-for-dollar property for substantially the amount set forth in same purpose as the property which has been or is to be sold or transferred so long as such transaction is either (i) a capital lease or purchase money Indebtedness permitted by Section 6.01(e), or (ii)(A) made for cash consideration or Qualified Equity Interests or the proceeds of an issuance of Qualified Equity Interests, (B) the Company or its applicable Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (C) the aggregate fair market value of the assets sold subject to all sale and leaseback transactions under this clause (i)(iix) belowshall not exceed the greater of $15,000,000 and 0.50% of Consolidated Total Assets of the Borrower determined at the time of consummating such Sale and Lease-Back Transaction (calculated on a Pro Forma Basis) as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01(a) or (b), as applicable; and (i) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided, that (iy) the consideration received by the Company or applicable Subsidiary consists of at least 75% cash and (ii) the net book value consummation of the assets to be Disposed, together with Hawaii Plantation Acquisition and the net book value performance of all other assets Disposed of pursuant to this clause the Company’s (i), does not exceed $50,000,000 over or the term of this Agreementapplicable Subsidiary’s) obligations thereunder; provided, however, provided that any Disposition of any Property to the extent classified pursuant to clauses one or more of Sections 6.11(j) and (a) through (ik) shall be for no less than the fair market valuevalue of such Property at the time of such Disposition in the good faith determination of the Company.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of unused, 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; (d) Dispositions of property by any Subsidiary to the Company Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) the Borrower or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereundera Guarantor; (e) Dispositions of accounts receivable in connection with the collection permitted by Section 7.04(a), Section 7.04(b) or compromise of such accounts receivable in the ordinary course of businessSection 7.04(c); (f) Dispositions permitted by Section 7.04;of accounts receivable (and related supporting obligations and books and records) subject to any Permitted Securitization Facility; and (g) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years; (h) Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving the same geographical area), provided that (i) the net book value of the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement and (ii) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; and (i) Dispositions by the Company and its Subsidiaries not otherwise permitted under by this Section 7.05; provided, that (i) at the consideration received by the Company time of such Disposition, no Default shall exist or applicable Subsidiary consists of at least 75% cash and would result from such Disposition, (ii) the net book value of the assets to be Disposed, together with the net aggregate book value of all other assets property Disposed of 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 6.01(a) or (b) or, if no such financial statements have been delivered, as calculated in the Audited Financial Statements), and (iii) any Disposition pursuant to this clause (i), does not exceed $50,000,000 over the term of this Agreement; provided, however, that any Disposition pursuant to clauses (a) through (ig) shall be for fair market value.

Dispositions. Make Neither the Lead Borrower nor any of its Restricted Subsidiaries shall, directly or indirectly, make any Disposition or enter into any agreement to make any Disposition, except: (a) (x) Dispositions of unusedobsolete, obsolete worn out, used or worn out surplus property, whether now owned or hereafter acquired, in the ordinary course of business; business and Dispositions of property no longer used or useful in the conduct of the business of the Borrowers or any of their Restricted Subsidiaries and (by) Dispositions to landlords of inventory improvements made to leased real property pursuant to customary terms of leases entered into in the ordinary course of business; (b) Dispositions of inventory, goods held for sale in the ordinary course of business and immaterial assets in the ordinary course of business (including allowing any issuances, registrations or any applications for registration of any intellectual property to lapse or become abandoned 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; (d) Dispositions of property by any Subsidiary to the Company Lead Borrower or to a wholly-owned any Restricted Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, Loan Party (i) the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) a Loan Party or (i)ii) if such transaction constitutes an Investment, such Dispositions shall be treated as Investments under such section and such Investments Investment must be a Restricted Investment permitted thereunderby Section 7.06 or a Permitted Investment; (e) Dispositions that are permitted by Section 7.04 (other than Section 7.04(g)) or otherwise constitute a Restricted Payment permitted by Section 7.06 or a Permitted Investment (other than a Permitted Investment pursuant to clause (d) or (y) of the definition thereof) and Liens permitted by Section 7.01 (other than Section 7.01(m)); (f) Dispositions of cash and Cash Equivalents; (g) (i) leases, subleases, licenses or sublicenses (including the provision of software or the licensing of other intellectual property rights) and termination thereof, in each case in the ordinary course of business and which do not materially interfere with the business of the Borrowers and the Restricted Subsidiaries taken as a whole and (ii) Dispositions of intellectual property that are not material to the business of the Borrowers and the Restricted Subsidiaries; (h) transfers of property subject to Casualty Events; (i) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection or compromise of such accounts receivable thereof in the ordinary course of business; (fj) Dispositions of property pursuant to sale-leaseback transactions; provided that the fair market value of all property so Disposed of after the Closing Date shall not exceed the greater of $60,000,000 and 2.50% of Total Assets, as determined at the time of such Disposition; (k) any sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary; (l) so long as the Lead Borrower or a Restricted Subsidiary receives at least fair market value therefor (taking into account any Securitization Seller’s Retained Interest), any sale of Securitization Assets in connection with a Permitted Securitization; (m) Dispositions which may not be prohibited pursuant to section 1136 of the German Civil Code; (n) Dispositions of property; provided that (i) at the time of such Disposition no Event of Default shall exist or would result from such Disposition (other than, except in the case of an Event of Default under Section 8.01(a), any such Disposition made pursuant to a legally binding commitment entered into at a time when no Event of Default exists) and (ii) with respect to any Disposition pursuant to this clause (n) for a purchase price equal to or greater than the greater of $20,000,000 and 0.75% of Total Assets (as determined at the time of such Disposition), the Lead Borrower or any of its 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 at the time received, other than nonconsensual Liens permitted by Section 7.047.01 and Liens permitted by Section 7.01(a), Section 7.01(b), clauses (ii) and (iii) of Section 7.01(l), Section 7.01(p), Section 7.01(q), Section 7.01(s), Section 7.01(w), Section 7.01(x), Section 7.01(dd), Section 7.01(ee), Section 7.01(ff) (solely to the extent the Obligations under the Term Loans and Revolving Credit Loans that are secured on a first lien basis shall be secured on a pari passu or senior basis with such Liens), and Section 7.01(gg)); provided, however, that for the purposes of this clause (n)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Lead Borrower’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Lead Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that (x) are assumed by the transferee with respect to the applicable Disposition or (y) are otherwise cancelled or terminated in connection with the transaction with such transferee (other than intercompany debt owed to the Lead Borrower or its Restricted Subsidiaries) and, in each case, for which the Lead Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities, notes or other obligations or assets received by the Lead Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Lead Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (C) aggregate non-cash consideration received by the Lead Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed the greater of $100,000,000 and 4.25% of Total Assets, as determined at the time of such Disposition (net of any non-cash consideration converted into cash and Cash Equivalents); (go) non-exclusive licenses any swap of IP Rights assets in exchange for services or other assets in the ordinary course of business of comparable or greater value or usefulness to the business of the Lead Borrower and substantially consistent with past practice for terms not exceeding five yearsits Subsidiaries as a whole, as determined in good faith by the management of the Lead Borrower; (hp) Dispositions constituting a swapof Investments in joint ventures to the extent required by, or made pursuant to customary buy/exchange sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (q) the Borrower and the Restricted Subsidiaries may enter into any agreement to make any Disposition so long as consummation of assets for similar assets (although not necessarily serving the same geographical area), provided that Disposition contemplated by such agreement is contingent upon either (i) the net book value Required Lenders consenting to such transactions or (ii) the repayment in full of the assets so Disposed in any transaction Obligations (other than (i) obligations arising under Secured Hedge Agreements or series of related transactions does not exceed $50,000,000 over the term of this Agreement Treasury Services Agreements and (ii) indemnities and other contingent liabilities that survive repayment of the Loans); (r) the unwinding of any cash paid Swap Contracts pursuant to its terms; (s) the dissolution or Indebtedness assumed) by the Company or liquidation of any of its Subsidiaries in connection Subsidiary with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) belowno assets; and (it) Dispositions by sales of non-core assets acquired after the Company and its Subsidiaries not otherwise Closing Date in connection with Permitted Acquisitions, Restricted Investments permitted under this Section 7.057.06 (other than Section 7.06(d)) or Permitted Investments, in each case to the extent such sales occur within 180 days of such Permitted Acquisition or Investment; provided, provided that (i) the consideration received by aggregate amount of such sales shall not exceed 25% of the Company or applicable Subsidiary consists of at least 75% cash and (ii) the net book fair market value of the assets to be Disposed, together with acquired entity or business; (u) Dispositions in the net book value of all other assets Disposed of aggregate pursuant to this clause (i)u) not to exceed the greater of $20,000,000 and 0.75% of Total Assets, does not exceed $50,000,000 over as determined at the term time of this Agreementsuch Disposition; provided, however, provided that any Disposition of any property pursuant to clauses Section 7.05(j), (an) through or (iu) shall be for no less than the fair market valuevalue of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

Dispositions. Make any Disposition (other than any property which, at the time of any Disposition, constitutes Unrestricted Margin Stock) or enter into any agreement to make any Disposition, except: (a) Dispositions of unusedobsolete, 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; (d) Dispositions of property by the Borrower or any Subsidiary of its Subsidiaries to the Company Borrower or to a wholly-owned Subsidiary; provided that if the transferor any of such property is a Subsidiary Guarantor, the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunderits Subsidiaries; (e) Dispositions of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of businesslisted on Schedule 7.04; (f) Dispositions permitted by Section 7.04Disposition of Receivables pursuant to a Permitted Receivables Securitization; (g) nonDispositions by the Borrower and its Subsidiaries of property pursuant to sale-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years;leaseback transactions; and (h) Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving the same geographical area), provided that (i) the net book value of the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement and (ii) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; and (i) Dispositions by the Company Borrower and its Subsidiaries not otherwise permitted under this Section 7.057.04; provided, provided that (i) at the consideration received by the Company time of such Disposition, no Default exists or applicable Subsidiary consists of at least 75% cash would result from such Disposition and (ii) the net aggregate book value of all property Disposed of in reliance on this clause (h) in any fiscal year shall not exceed 10% of the book value of the total consolidated assets to be Disposed, together of the Borrower and its Subsidiaries in accordance with the net book value of all other assets Disposed of pursuant to this clause (i), does not exceed $50,000,000 over the term of this Agreement; provided, however, that any Disposition pursuant to clauses (a) through (i) shall be for fair market valueGAAP.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of unusedobsolete, obsolete or 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 Restricted Subsidiaries (in each case as determined by the Borrower in good faith); (b) Dispositions of inventory and immaterial assets in the ordinary course of business (including allowing any registrations or any applications for registration of any immaterial IP Rights to lapse or go abandoned 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 that is promptly purchased or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement propertyproperty (which replacement property is actually promptly purchased); (d) Dispositions of property by any Subsidiary to the Company Borrower or to a wholly-owned Restricted Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, Loan Party (i) the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d)a Loan Party, (eii) or (i), such Dispositions Disposition shall be treated as Investments an Investment and permitted under Section 7.02, or (iii) such section and such Investments must be permitted thereunderDisposition shall consist of the transfer of Equity Interests in or Indebtedness of any Foreign Subsidiary to any other Foreign Subsidiary; (e) Dispositions permitted by Section 7.02 (other than Section 7.02(g)), Section 7.04 (other than Section 7.04(g)) and Section 7.06 and Liens permitted by Section 7.01 (other than Section 7.01(m)); (f) Dispositions in the ordinary course of business of Cash Equivalents; (g) leases, subleases, licenses or sublicenses, in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Restricted Subsidiaries, taken as a whole; (h) transfers of property subject to Casualty Events; (i) Dispositions (i) of accounts receivable in the ordinary course of business in connection with the collection or compromise thereof, in an amount not to exceed $1,000,000 per calendar year, (ii) of such accounts receivable Consumer Warehouse Assets by the Consumer Warehouse Subsidiary in the ordinary course of business and (iii) of consumer loans and related assets by RumbleOn Finance in the ordinary course of business; (fj) Dispositions permitted by Section 7.04the unwinding of any Swap Contract pursuant to its terms; (gk) Permitted Sale Leasebacks (other than any Sale Leaseback involving the Freedom Powersports Owned Real Property); (l) Dispositions not otherwise permitted pursuant to this Section 7.05 (other than any Disposition of Freedom Powersports Owned Real Property); provided that (i) such Disposition shall be for fair market value as reasonably determined by the Borrower in good faith, (ii) the Borrower or any of its Restricted Subsidiaries shall receive not less than 75.0% of such consideration in the form of cash or Cash Equivalents (provided, however, that for the purposes of this clause (l)(ii), the following shall be deemed to be cash: (A) the assumption by the transferee of Indebtedness or other liabilities contingent or otherwise of the Borrower or any of its Restricted Subsidiaries (other than Specified Debt) and the valid release of the Borrower or such Restricted Subsidiary, by all applicable creditors in writing, from all liability on such Indebtedness or other liability in connection with such Disposition, (B) securities, notes or other obligations received by the Borrower or any of its Restricted Subsidiaries from the transferee that are converted by such Borrower or any of its Restricted Subsidiaries into cash or Cash Equivalents within 180 days following the closing of such Disposition, (C) Indebtedness (other than Specified Debt) of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Restricted Subsidiary are released from any guarantee of payment of such Indebtedness in connection with such Disposition and (D) aggregate non-exclusive licenses cash consideration received by the Borrower and its Restricted Subsidiaries for all Dispositions under this clause (l) having an aggregate fair market value (determined as of IP Rights the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed $1,000,000 in any fiscal year (net of any non-cash consideration converted into cash and Cash Equivalents received in respect of any such non-cash consideration) and calculated on a Pro Forma Basis); (iii) the Borrower or the applicable Restricted Subsidiary complies with the applicable provisions of Section 2.03(b)(ii); and (iv) no Default or Event of Default exists and is continuing at the time of such Disposition and no Default for Event of Default would occur as a result of such Disposition (other than with respect to a Disposition made pursuant to a legally binding commitment entered into at a time when no Event of Default existed and was continuing or would have resulted from such Disposition); (m) the Borrower and its Restricted Subsidiaries may surrender or waive contractual rights and settle or waive contractual or litigation claims in the ordinary course of business; (n) Dispositions of non-core or obsolete assets acquired in connection with Permitted Acquisitions; (o) any swap of assets in exchange for services or other assets in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years; (h) Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving the same geographical area), provided that (i) the net book comparable or greater fair market value of usefulness to the assets so Disposed business of the Borrower and its Restricted Subsidiaries as a whole, as determined in any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement and (ii) any cash paid (or Indebtedness assumed) good faith by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) belowBorrower; and (ip) Dispositions the 2023 Specified Property Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than the Borrower or any Subsidiary Guarantor, such Collateral shall be sold free and clear of the Liens created by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; providedLoan Documents and, that (i) the consideration received if requested by the Company or applicable Subsidiary consists of at least 75% cash and (ii) Administrative Agent, upon the net book value of certification by the assets to be Disposed, together with the net book value of all other assets Disposed of pursuant to this clause (i), does not exceed $50,000,000 over the term of Borrower that such Disposition is permitted by this Agreement; provided, howeverthe Administrative Agent or the Collateral Agent, that any Disposition pursuant to clauses (a) through (i) as applicable, shall be for fair market valueauthorized to take and shall 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 unused, (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; (d) Dispositions of property by (x) the Borrower to any Guarantor and (y) any Subsidiary to the Company 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 Subsidiary Guarantor, (i) the transferee thereof must either be the Borrower or a Guarantor and (ii) to the extent such transaction constitutes an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) or (i)Investment, such Dispositions shall be treated as Investments transaction is permitted under such section and such Investments must be permitted thereunderSection 7.03; (e) (i) Dispositions permitted by Sections 7.04 or 7.06 and (ii) the grant of any Lien permitted by Section 7.01; (f) (i) Dispositions of cash or Cash Equivalents and (ii) Dispositions of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of business; (f) Dispositions permitted by Section 7.04thereof; (g) nonNon-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five yearsbusiness; (h) Dispositions constituting a swap/exchange concurrently with the acquisition of assets for similar assets (although not necessarily serving any fixed or capital assets, the same geographical area)sale and leaseback thereof so long as such lease is an operating lease and such acquisition, provided that (i) the net book value sale and leaseback transaction was entered into in order to obtain favorable pricing of the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement and (ii) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) belowassets; and (i) Dispositions by the Company Borrower and its Subsidiaries not otherwise permitted under this Section 7.05; provided, provided that (i) at the consideration received by time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the Company aggregate fair market value of all property Disposed of in reliance on this clause (i) during the term of this Agreement shall 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 aggregate since the Closing Date (in each case, determined as of the date of the 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 (iii) the price for such asset shall be paid to the Borrower or applicable such Subsidiary consists of for at least 75% cash and consideration; (iij) the net book value [reserved]; and (k) any Disposition of the assets accounts, payments, receivables, rights to be Disposed, together future lease payments or residuals or similar rights to payment to a Securitization Subsidiary in connection with the net book value of all other assets Disposed of pursuant to this clause (i), does not exceed $50,000,000 over the term of this Agreementany 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) (iother 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:except the following (each a “Permitted Disposition”): (a) Dispositions of unused, 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; (d) Dispositions of property by any Subsidiary to the Company or to a wholly-owned Subsidiary; provided that Obligations if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must be an entity then required in which such Subsidiary Guarantor may make an Investment pursuant to accordance with Section 7.02(d), (e) or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunder2.05 hereof; (e) Dispositions non-exclusive licenses of accounts receivable in connection with the collection or compromise Intellectual Property of such accounts receivable a Loan Party in the ordinary course of business; (f) Dispositions permitted sales, transfers and dispositions by Section 7.04any Loan Party to a Borrower; (g) non-exclusive licenses sales, transfers and dispositions of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five yearsany Immaterial Subsidiary to another Person; (h) Dispositions constituting a swap/exchange as long as no Default then exists or would arise therefrom, sales of assets for similar assets Real Estate of any Loan Party (although not necessarily serving or sales of any Person or Persons created to hold such Real Estate or the same geographical areaequity interests in such Person or Persons), provided that including sale-leaseback transactions involving any such Real Estate pursuant to leases on market terms, as long as, in the case 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, 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) the net book value any Disposition of Real Estate to a Governmental Authority as a result of the assets so Disposed condemnation of such Real Estate; (j) Dispositions of Excluded Assets in accordance with any transaction intercreditor agreement or series Security Documents applicable thereto; (k) termination or non-renewal of related transactions does not exceed $50,000,000 over the term of this Agreement a Lease and (ii) granting a lease, sublease, license or other occupancy interest with respect to any cash paid (or Indebtedness assumed) by the Company owned Real Estate or any of its Subsidiaries real property subject to a Lease, in connection with each case, so long as such swap/exchange shall reduce dollar-for-dollar the amount set forth action could not reasonably be expected to result in clause (i)(ii) belowMaterial Adverse Effect; and (il) as long as no Default exists or would arise therefrom and without duplication of Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided, that (i) the consideration received by the Company or applicable Subsidiary consists of at least 75% cash and (ii) the net book value of the assets to be Disposed, together with the net book value of all other assets Disposed of pursuant to this clause (i), does not exceed $50,000,000 over the term of this Agreement; provided, however, that any Disposition pursuant to clauses (a) through (ik) 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 unused, 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; (d) Dispositions of property by any Subsidiary to the Company Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) the Borrower or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereundera Guarantor; (e) Dispositions of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of business; (f) Dispositions permitted by Section 7.04; (f) the sale or other disposition of Cash Equivalents; (g) non-exclusive licenses the unwinding of IP Rights any Swap Contracts; (h) a Restricted Payment or Permitted Investment that is permitted hereunder; (i) the granting of a Lien permitted under Section 7.01; (j) Dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in a bankruptcy or similar proceeding and substantially consistent with past practice for terms not exceeding five yearsexclusive of factoring or similar arrangements; (hk) so long as no Default has occurred and is continuing or would result therefrom, Dispositions constituting a swap/exchange by the Borrower and its Subsidiaries of assets for similar assets (although not necessarily serving the same geographical area), property; provided that (i) the net book value of the assets all property so Disposed in any transaction or series of related transactions does shall not exceed $50,000,000 over from and after the term Closing Date and at least 75% of this Agreement and (ii) any cash the purchase price for such property shall be paid (to the Borrower or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) belowcash or Cash Equivalents; and (il) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section of Equity Interests in or assets of entities listed on Schedule 7.05; provided, that (i) the consideration received by the Company or applicable Subsidiary consists of at least 75% cash and (ii) the net book value of the assets to be Disposed, together with the net book value of all other assets Disposed of pursuant to this clause (i), does not exceed $50,000,000 over the term of this Agreement; provided, however, that any Disposition pursuant to clauses (aSection 7.05(a) through Section 7.05(f) and Sections 7.05(k) and (il) shall be for fair market value.

Dispositions. Make The Borrower will not, and will not permit any Disposition or enter into any agreement to Restricted Subsidiary to, make any Disposition, except: (a) Dispositions of unused, obsolete or worn out propertyProperty and Dispositions of property no longer used or useful in the conduct of the business of the Borrower and the Restricted Subsidiaries, whether now owned or hereafter acquiredin each case, in the ordinary course of business; (b) Dispositions of inventory and immaterial assets in the ordinary course of business; (c) Dispositions of equipment or real property Property to the extent that (i) such property Property is exchanged for credit against the purchase price of similar replacement property Property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement propertyProperty; (d) Dispositions of property by any Subsidiary Property (i) to the Company Borrower or to a wholly-owned Restricted Subsidiary; provided that if the transferor of such property Property is a Subsidiary GuarantorLoan Party, the transferee thereof must be an entity in which a Loan Party, (ii) to the extent such Subsidiary Guarantor may make transaction constitutes an Investment pursuant permitted under Section 6.05 and (iii) consisting of Equity Interests of non-Loan Parties to Section 7.02(d), (e) or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunderother non-Loan Parties; (e) Dispositions permitted by Sections 6.03, 6.04 and 6.05 and Liens permitted by Section 6.02; (f) Dispositions of cash and Cash Equivalents; (g) Dispositions of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of businessthereof; (fh) Dispositions permitted by Section 7.04; (g) non-exclusive leases, subleases, licenses of IP Rights or sublicenses, in each case in the ordinary course of business and substantially consistent which do not materially interfere with past practice for terms not exceeding five yearsthe business of the Borrower and the Restricted Subsidiaries; (hi) transfers of Property to the extent subject to Casualty Events; (j) Dispositions constituting a swapof Investments in, and issuances of any Equity Interests in, joint ventures to the extent required by, or made pursuant to customary buy/exchange sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (k) any Disposition of assets for similar assets (although not necessarily serving the same geographical area), Property; provided that (i) at the net book value time of the assets so Disposed in such Disposition (other than any transaction such Disposition made pursuant to a legally binding commitment entered into at a time when no Event of Default exists), no Event of Default shall exist or series of related transactions does not exceed $50,000,000 over the term of this Agreement and would result from such Disposition, (ii) at the time of any cash paid (or Indebtedness assumed) by such Disposition, the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; and (i) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided, that (i) the consideration received by the Company or applicable Subsidiary consists of at least 75% cash and (ii) the net book value of the assets to be Disposed, together with the net aggregate book value of all other assets property Disposed of in reliance on this clause (k) (including such Disposition) would not exceed in the aggregate 20.0% of the Borrower’s Consolidated Total Assets as of the last day of the most recent fiscal year or fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b) and (iii) except in the case of a Permitted Asset Swap, with respect to any Disposition pursuant to this clause (ik), does the Borrower or a Restricted Subsidiary shall receive not exceed $50,000,000 over less than 75% of such consideration in the term form of this Agreementcash or Cash Equivalents; provided, however, that for the purposes of this clause (iii), each of the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received by the Borrower or such Restricted Subsidiary from such transferee having an aggregate fair market value, 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 $50,000,000, 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 to be cash consideration; (l) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; and (m) Dispositions of the real property set forth on Schedule 6.11; provided that any Disposition of any Property to the extent classified pursuant to clauses (a) through (iSection 6.11(k) shall be for no less than the fair market valuevalue of such Property at the time of such Disposition in the good faith determination of the Borrower.

Dispositions. Make Neither the Company nor any Disposition of the Restricted Subsidiaries shall, directly or enter into any agreement to indirectly, make any Disposition, except: (a) (i) Dispositions of unusedobsolete, obsolete or 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 Company or any of its Restricted Subsidiaries and (ii) Dispositions of property no longer used or useful in the good faith determination of the Company in the conduct of the business of the Company and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below); (b) Dispositions of vacation ownership intervals or other inventory (whether developed, “just-in-time” or fee-for service) or goods (or other assets, including timeshare and residential assets, furniture and equipment) held for sale and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned in the ordinary course of business), 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 or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Company or to a wholly-owned any Restricted Subsidiary; provided that if the transferor of such property is a Subsidiary GuarantorLoan Party, (i) the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) a Loan Party or (i)ii) if such transaction constitutes an Investment, such Dispositions shall be treated as Investments transaction is permitted under such section and such Investments must be permitted thereunderSection 7.02; (e) to the extent constituting Dispositions, transactions permitted by Sections 7.01, 7.02 (other than Section 7.02(e)), 7.04 (other than Section 7.04(f)) and 7.06; (f) Dispositions of land or other real property, whether vacant, unused or improved, in each case in the ordinary course of business or otherwise in connection with a vacation ownership interval transaction; (g) Dispositions of Cash Equivalents; (i) 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 Company or any of its Restricted Subsidiaries and (ii) Dispositions of intellectual property that do not materially interfere with the business of the Company or any of its Restricted Subsidiaries so long as the Company or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual property; (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty Event; (j) Dispositions of property; provided that (i) 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 Default exists), no 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 $50,000,000, the Company or any of its 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 at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (p), (q), (r)(i), (r)(ii), (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee) (only to the extent the Obligations are secured by such cash and Cash Equivalents); provided, however, that for the purposes of this clause (j)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Company’s (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Company and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Company or the applicable Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by the Company or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed the greater of (a) $75,000,000 and (b) 5.00% of Total Assets at any time (net of any non-cash consideration converted into cash and Cash Equivalents); (k) any Disposition of Securitization Assets (or of the Equity Interests in a Subsidiary, substantially all of the assets of which are Securitization Assets) to a Securitization Subsidiary; (l) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection or compromise of such accounts receivable thereof in the ordinary course of business; (fm) Dispositions permitted by Section 7.04of property pursuant to sale-leaseback transactions; provided that the fair market value of all property so Disposed of after the Closing Date shall not exceed $100,000,000; (gn) non-exclusive licenses any swap of IP Rights assets in exchange for services or other assets of comparable or greater value or usefulness to the business of the Company and its Subsidiaries as a whole, as determined in good faith by the management of the Company; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and; (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) the lapse or abandonment in the ordinary course of business and substantially consistent with past practice of any registrations or applications for terms not exceeding five years; (h) Dispositions constituting a swap/exchange registration of assets for similar assets (although not necessarily serving the same geographical area), provided that (i) the net book value of the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement and (ii) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) belowimmaterial IP Rights; and (is) Dispositions by Permitted Intercompany Activities, the Company Spin-Off Transaction and its Subsidiaries not otherwise permitted under this Section 7.05related transactions; provided, provided that (i) the consideration received by the Company or applicable Subsidiary consists any Disposition of at least 75% cash and (ii) the net book value of the assets to be Disposed, together with the net book value of all other assets Disposed of any property pursuant to this clause Section 7.05 (except pursuant to Sections 7.05(e), (i), does not exceed $50,000,000 over the term of this Agreement; provided(k), however(p), that (r) and (s) and except for Dispositions from a Loan Party to any Disposition pursuant to clauses (a) through (iother Loan Party) shall be for no less than the fair market valuevalue of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized 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) Permitted Transfers; (b) Dispositions of unused, 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; (d) Dispositions of property by any Subsidiary to the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunder; (e) Dispositions of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of business; (f) Dispositions permitted by Section 7.04; (ge) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years; (h) other Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving the same geographical area), provided that (i) the net book value of the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement and (ii) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; and (i) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided, that long as (i) the consideration received by paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the Company or applicable Subsidiary consists transaction and shall be in an amount not less than the fair market value of at least 75% cash and the property disposed of, (ii) such transaction does not involve the net book value sale or other disposition of a minority Equity Interests in any Loan Party, and (iii) the assets to be Disposed, together with the aggregate net book value of all other of the assets Disposed sold or otherwise disposed of pursuant to this clause (i), does by the Loan Parties and their Subsidiaries in all such transactions during any fiscal year of the Borrower shall not exceed $50,000,000 over the term 20% of this AgreementConsolidated Total Assets; provided, however, that if, as of the date of any proposed Disposition pursuant to clauses this Section 7.05(e), all Dispositions made pursuant to this Section 7.05(e) (aafter giving effect to such proposed Disposition) through (i) in such fiscal year of the Borrower exceed 10% of Consolidated Total Assets as of such date, the Borrower shall be for fair market valuein 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 (y) no Default or Event of Default exists or would otherwise result therefrom. provided that, none of the restrictions under this Section 7.05 shall apply to the Morningstar Seed Portfolios or any Margin Stock held by the Borrower or any of its Subsidiaries.

Dispositions. Make any Disposition (other than any property which, at the time of any Disposition, constitutes Unrestricted Margin Stock) or enter into any agreement to make any Disposition, except: (a) Dispositions of unusedobsolete, 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; (d) Dispositions of property by any Subsidiary to the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunder; (e) Dispositions of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of business; (f) Dispositions permitted by Section 7.04; (g) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years; (h) Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving the same geographical area), provided that (i) the net book value of the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement and (ii) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollarto the Company or any of its Subsidiaries; (e) Dispositions listed on Schedule 7.04; (f) Dispositions pursuant to a Permitted Securitization; (g) Dispositions by the Company and its Subsidiaries of property pursuant to sale-for-dollar the amount set forth in clause (i)(ii) belowleaseback transactions; and (ih) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.057.04; provided, provided that (i) at the consideration received by the Company time of such Disposition, no Default exists or applicable Subsidiary consists of at least 75% cash would result from such Disposition and (ii) the net aggregate book value of all property Disposed of in reliance on this clause (h) in any period of twelve consecutive months after the Closing Date shall not exceed 10% of the book value of the total consolidated assets of the Company and its Subsidiaries (including the Target and its Subsidiaries) in accordance with GAAP as at the beginning of such twelve-month period (based on the most recent financial statements of the Company prior to be Disposed, together with the net book value beginning of all other assets Disposed of such twelve-month period that have been delivered pursuant to this clause (iSection 6.01 and, to the extent that such financial statements do not include the consolidated assets of the Target and its Subsidiaries, calculated on a Pro Forma Basis to include the assets of the Target and its Subsidiaries based on the most recent available financial statements of the Target), does not exceed $50,000,000 over the term of this Agreement; provided, however, that any Disposition pursuant to clauses (a) through (i) shall be for fair market value.

Dispositions. Make The Company shall not, and shall not permit any Disposition or enter into any agreement to Subsidiary to, make any Disposition, except: : (ai) Dispositions of unusedobsolete, obsolete or worn out propertyor surplus property or property no longer used or useful in the conduct of the business of the Company or any of its Subsidiaries, whether now owned or hereafter acquired, in each case in the ordinary course of business; , (bii) Dispositions of inventory or goods in the ordinary course of business; , (ciii) Dispositions of equipment or real property from one Credit Party to another Credit Party 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; (d) Dispositions of property permitted by any Subsidiary to the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d)Law, (eiv) leases, subleases, licenses or (i)sublicenses, such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunder; (e) Dispositions of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of business; (f) Dispositions permitted by Section 7.04; (g) non-exclusive licenses of IP Rights each case in the ordinary course of business and substantially consistent which do not materially interfere with past practice for terms not exceeding five yearsthe business of any Credit Party, or (v) Dispositions of any property or assets of any Credit Party, provided that, A. no Event of Default exists or would result from such Disposition; (h) Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving B. with respect to each such Disposition, the same geographical area), provided that (i) the net book value of the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement and (ii) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; and (i) Dispositions total consideration received by the Company and its Subsidiaries on a consolidated basis is less than $5,000,000, with the non-cash consideration thereof not otherwise to exceed twenty five percent (25%) of the total consideration with respect to each such Disposition, and all non-cash consideration is pledged to the Lenders as security for the Obligations under Sections 4.20(r) and 4.20(s); C. the property or assets being sold do not include a Cannabis License, any equity interests of a Cannabis License Holder, any Owned Real Property or Material Leased Real Property on which any Cannabis License Holder has operations, or any Owned Real Property or Material Leased Real Property which generates a material amount of revenue to the Company on a consolidated basis; D. the Company has notified the Lenders in writing of its intended use of cash consideration received with respect to such Disposition, which may include either funding an Investment permitted hereunder within twelve (12) months after receipt thereof (the “Reinvestment Period”) or a prepayment of the Obligations, which prepayment shall in any event be subject to all prepayment premiums or fees set forth in the Notes (and provided further, if the Credit Parties fail to fund an Investment within the Reinvestment Period, the Credit Parties shall make a prepayment under the Notes in an amount equal to such cash consideration); and E. the Credit Parties shall be permitted to consummate Dispositions under this Section 7.05; provided, that (i4.20(z)(v) the consideration received by the Company or applicable Subsidiary consists of at least 75% cash and (ii) the net book value of the assets to be Disposed, together with the net book value of all other assets Disposed of pursuant to this clause (i), does not exceed $50,000,000 over the term of this Agreement; provided, however, that any Disposition pursuant to clauses (a) through (i) shall be for fair market valueno more than twice per calendar year.

Dispositions. Make any Disposition (other than as part of or enter into any agreement to make any Dispositionin connection with the Transaction), except: (a) Dispositions of unusedobsolete, 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 Parent Borrower or any of its Restricted Subsidiaries; (b) Dispositions of inventory and goods held for sale in the ordinary course of business and immaterial assets (considered in the aggregate) 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; (d) Dispositions of property by any Subsidiary to the Company Parent Borrower or to a wholly-owned any Restricted Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, Loan Party (i) the transferee thereof must be a Loan Party or (ii) if such transaction constitutes an entity in which Investment, such Subsidiary Guarantor may make an Investment pursuant to must be a Restricted Payment permitted by Section 7.02(d7.06 (other than Section 7.06(b)(xviii), (e) or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereundera Permitted Investment; (e) Dispositions that otherwise constitute a Permitted Investment, are permitted by Section 7.04 (other than Section 7.04(h)) or otherwise constitute a Restricted Payment permitted by Section 7.06 (other than Section 7.06(b)(xviii)) and Liens permitted by Section 7.01 (other than Section 7.01(m)(ii)); (f) Dispositions of property pursuant to sale-leaseback transactions; provided that to the extent the aggregate Net Cash Proceeds from all such Dispositions since the Closing Date exceeds $20,000,000, such excess shall be reinvested in accordance with the definition of “Net Cash Proceeds” or otherwise applied to prepay Loans in accordance with Section 2.05(b)(ii); (g) Dispositions of Cash Equivalents; (i) leases, subleases, licenses or sublicenses, in each case in the ordinary course of business and which do not materially interfere with the business of the Parent Borrower and the Restricted Subsidiaries, taken as a whole; and (ii) Dispositions of intellectual property that do not materially interfere with the business of the Parent Borrower or any of its Restricted Subsidiaries; (i) transfers of property subject to Casualty Events upon receipt of the Net Cash Proceeds of such Casualty Event; (j) Dispositions of property; provided that (i) 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 Default has occurred and is continuing), no Default shall have occurred and is continuing 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 $15,000,000, the Parent Borrower or any of its 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 at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Xxxxxxxx 0.00(x), (x), (x), (x), (x), (x)(x), (x)(xx), (x), (xx) (only to the extent the Obligations are secured by such cash and Cash Equivalents to the same extent), (cc) (only to the extent the Obligations are secured by such cash and Cash Equivalents to the same extent) and (gg) (only to the extent the Obligations are secured by such cash and Cash Equivalents to the same extent)); provided, however, that for the purposes of this clause (ii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Parent Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Parent Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that (i) are assumed by the transferee of any such assets or (ii) that are otherwise cancelled or terminated in connection with the transaction with such transferee (other than intercompany debt owed to the Parent Borrower or its Restricted Subsidiaries) and, in each case, for which the Parent Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities, notes or other obligations or assets received by the Parent Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Parent 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, (C) Indebtedness of any Restricted Subsidiary that ceases to be a Restricted Subsidiary as a result of such Disposition (other than intercompany debt owed to the Parent Borrower or its Restricted Subsidiaries), to the extent that the Parent Borrower and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Disposition and (D) 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 (D) that is at that time outstanding, not in excess of the greater of $50,000,000 and 2.5% of Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value; (k) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (l) Dispositions or discounts of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of businessthereof; (fm) Dispositions permitted by Section 7.04any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; (gn) non-exclusive licenses to the extent allowable under Section 1031 of IP Rights the Code (or comparable or successor provision), any exchange of like property (excluding any boot thereon permitted by such provision) for use in any business conducted by the Parent Borrower or any of its Restricted Subsidiaries that is not in contravention of Section 7.07; (o) the unwinding of any Swap Contract; (p) any Disposition of Securitization Assets to a Securitization Subsidiary; (q) the lapse or abandonment in the ordinary course of business and substantially consistent with past practice of any registrations or applications for terms not exceeding five years; (h) Dispositions constituting a swap/exchange registration of assets for similar assets (although not necessarily serving the same geographical area), provided that (i) the net book value of the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement and (ii) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) belowimmaterial IP Rights; and (ir) Dispositions by any swap of assets (other than Cash Equivalents) in exchange for assets of the Company same type in the ordinary course of business of comparable or greater value or usefulness to the business of the Parent Borrower and its Subsidiaries not otherwise permitted under this Section 7.05; providedas a whole, that (i) the consideration received as determined in good faith by the Company or applicable Subsidiary consists of at least 75% cash and (ii) the net book value management of the assets to be Disposed, together with the net book value Parent Borrower; provided that any Disposition of all other assets Disposed of any property pursuant to this clause Section 7.05 (except pursuant to Sections 7.05(e), (i), does not exceed $50,000,000 over (k), (m), (o), (p) and (q) and except for Dispositions from the term of this Agreement; providedParent Borrower or a Restricted Subsidiary to the Parent Borrower or a Restricted Subsidiary), however, that any Disposition pursuant to clauses (a) through (i) shall be for no less than the fair market valuevalue of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and, if requested by the Administrative Agent, upon the certification by the Parent Borrower that such Disposition is permitted by this Agreement, the Administrative Agent shall be authorized 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 unusedobsolete, obsolete surplus or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory and Cash Equivalents, 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 or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Company Parent or to a wholly-owned Subsidiary; , provided that if the transferor of in such property a transaction is a Subsidiary Guarantor, then the transferee thereof must either be an entity in which such the Parent or a Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunderGuarantor; (e) Dispositions permitted by Section 7.04 (other than Section 7.04(f)) or Section 7.06; (f) subject to the proviso below, Dispositions by the Parent and its Subsidiaries of accounts receivable property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of from and after the Closing Date shall not exceed $200,000,000 ; (g) licenses or sublicenses of intellectual property, and leases or subleases of property, in connection with the collection or compromise of such accounts receivable each case in the ordinary course of business; (f) Dispositions permitted by Section 7.04; (g) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years; (h) Dispositions constituting of accounts receivables permitted in connection with any securitization to the extent such securitization, if structured as a swap/exchange of assets for similar assets (although not necessarily serving the same geographical areasecured financing, would have been permitted by 7.01(cc), provided that ; (i) the net book value Disposition of the assets so Disposed heat treat facility located in any transaction or series Blytheville, Arkansas to The City of related transactions does not exceed $50,000,000 over the term of this Agreement and (ii) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) belowBlytheville; and (ij) subject to the proviso below, Dispositions by the Company Parent and its Subsidiaries not otherwise permitted under this Section 7.05; providedprovided that at the time of any Disposition pursuant to Sections 7.05(f) and (j), that (i) the consideration received by the Company no Default shall exist or applicable Subsidiary consists of at least 75% cash would result from such Disposition and (ii) the net book value of the assets to be Disposed, together with the net book aggregate fair market value of all other assets property Disposed of pursuant to this clause from and after the Closing Date in reliance on Sections 7.05(f) and (i), does j) shall not exceed $50,000,000 over 15% of Consolidated Total Assets (determined at the term time of this Agreement; provided, however, that any Disposition pursuant to clauses (a) through (i) shall be for fair market valuesuch Disposition).

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of unused, 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, in each case within 180 days of receiving the proceeds of such Disposition; (d) Dispositions of property by any Restricted Subsidiary to the Company Borrower or to a wholly-owned Restricted Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunder; (e) Dispositions of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of businesspermitted pursuant to Section 6.1; (f) Dispositions permitted by Section 7.04; (gi) non-exclusive licenses of IP Rights in the ordinary course of business by Borrower and substantially consistent with past practice for terms not exceeding five years; (h) Dispositions constituting a swap/exchange its Restricted Subsidiaries of assets for similar airplanes and various other non-core assets (although which are not necessarily serving the same geographical areaCollateral), provided that (i) the net book value of the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement and (ii) of other Property not constituting land, improvements or related personal property associated with any cash paid (casino resort of Borrower or Indebtedness assumed) by its Restricted Subsidiaries which, during the Company most recent Fiscal Year, contributed to EBITDA in an amount which is in excess of $25,000,000 or any the equity securities of its Subsidiaries in connection with the Persons directly or indirectly owning such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; and (i) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05Persons; provided, that (i) the consideration received by the Company or applicable Subsidiary consists of at least 75% cash and (ii) the net book value of the assets to be Disposed, together with the net book value of all other assets Disposed of aggregate proceeds from Dispositions made pursuant to this clause (i), does f) following the Effective Date shall not exceed $50,000,000 over the term of this Agreement200,000,000; provided, however, that any Disposition (or series of related Dispositions) pursuant to clauses (ac), (e) through and (if) 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 The Company will not, nor will it cause or permit any Disposition of its Designated Subsidiaries to, convey, sell, lease, transfer or enter into otherwise dispose of, in one transaction or a series of transactions, any agreement to make any Dispositionpart of its business or property, whether now owned or hereafter acquired (including receivables and leasehold interests), except: (a) Dispositions of unused, obsolete by the Company or worn out property, whether now owned or hereafter acquired, any Designated Subsidiary in the ordinary course of businessits business (including dividends and such Dispositions involving current assets or other invested assets and sales of property or land in connection with the affordable housing business referred in Section 6.01(n)); (b) Dispositions of inventory equipment or other property which is obsolete or no longer used or useful in the ordinary course conduct of businessthe business of the Company or such Designated Subsidiary; (c) Dispositions of equipment from the Company to a Designated Subsidiary or real property any other Subsidiary, and Dispositions from a Designated Subsidiary to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property Company, another Designated Subsidiary or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement propertyany other Subsidiary; (d) Dispositions discounts or forgiveness of property by any Subsidiary to the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunder; (e) Dispositions of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of businessbusiness or in connection with collection or compromise thereof and for which adequate reserves have been established; (e) (i) Potential Divestitures and (ii) Dispositions pursuant to the Recapitalization Documents and the transactions contemplated thereby (including foreclosures in connection with Liens permitted under Section 6.02(k)); (f) Dispositions permitted by Section 7.04of tax credits (or properties or ownership interests in properties, or disposition of loans or interests in loans to properties, acquired to generate tax credits); (g) non-exclusive licenses of IP Rights Dispositions by the Company or any Designated Subsidiary in the ordinary course of business and substantially consistent connection with past practice for terms not exceeding five years;securitizations permitted under Section 6.01(e); and (h) Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving the same geographical area), other Dispositions; provided that (i) the net book aggregate value of assets sold, leased, transferred or otherwise disposed after the assets so Disposed in any transaction or series of related transactions does Effective Date pursuant to this clause (h) shall not exceed $50,000,000 over 15% of the term consolidated total assets of this Agreement and (ii) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; and (i) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided, that (i) based on the consideration received by consolidated balance sheet of the Company or applicable Subsidiary consists for the fiscal quarter ended September 30, 2010 and calculated after giving pro forma effect to the Potential Divestitures (as if the same had been consummated as of at least 75% cash such date)) and (ii) at the net book value time of the assets to be Disposedany such Disposition, together with the net book value of all other assets Disposed of pursuant to this clause (i), does not exceed $50,000,000 over the term of this Agreement; provided, however, that any Disposition pursuant to clauses (a) through (i) no Default shall be for fair market valueexist or would result therefrom.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: : (a) Dispositions of unused, 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; ; (d) Dispositions of property by any Subsidiary to the Company 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 Subsidiary Guarantor, the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunder; (e) Dispositions of accounts receivable otherwise permitted by Sections 7.01, 7.02 and 7.04 and Dispositions in connection with a sale-leaseback transaction where the collection lease is an operating lease or compromise of such accounts receivable in the ordinary course of business; is a capital lease permitted under Section 7.03(d); (f) Dispositions permitted by Section 7.04; (g) non-exclusive licenses of IP Rights in the ordinary course of business and exclusive licenses of IP Rights so long as substantially consistent with past practice for terms all of the economic value of the IP Rights is not exceeding five years; transferred by any such exclusive license; (g) any Involuntary Disposition; (h) Dispositions constituting a swap/exchange the sale or disposition of assets Cash Equivalents for similar assets (although not necessarily serving the same geographical area), provided that fair market value; (i) the net book value of the assets so Disposed leases or subleases granted to others not interfering in any transaction or series material respect with the business of related transactions does not exceed $50,000,000 over Borrower and its Subsidiaries; (j) the term disposition of this Agreement and (ii) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries accounts receivable in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause collection or compromise thereof; and (i)(ii) below; and (ik) Dispositions by the Company Borrower and its Subsidiaries not otherwise permitted under this Section 7.05; provided, provided that (i) at the consideration received by the Company time of such Disposition, no Default shall exist or applicable Subsidiary consists of at least 75% cash would result from such Disposition and (ii) the net book value of the assets to be Disposed, together with the net aggregate book value of all other assets property Disposed of pursuant to in reliance on this clause (i), does k) shall not exceed $50,000,000 over 125,000,000 during the term of this Agreement; provided, however, that any Disposition pursuant to clauses (a) through (ik) (except for intercompany Dispositions permitted hereby) shall be for fair market value.

Dispositions. Make Neither the Lead Borrower nor any Disposition of the Restricted Subsidiaries shall, directly or enter into any agreement to indirectly, make any Disposition, except: (a) (i) Dispositions of unusedobsolete, obsolete or non-core, worn out or surplus property, whether now owned or hereafter acquired, and Dispositions of property no longer used or useful or economically practical to maintain in the conduct of the business of the Lead Borrower or any of its Restricted Subsidiaries, (ii) Dispositions of property no longer used or useful in the conduct of the business of the Lead Borrower and its Restricted Subsidiaries outside the ordinary course of businessbusiness (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000 and (iii) write-off or write-down of any unrecoupable loans or advances; (b) Dispositions of inventory or goods held for sale and immaterial assets (including allowing any registrations or any applications for registration of any immaterial IP Rights to lapse or go abandoned), in each case, in the ordinary course of businessbusiness or consistent with past practice; (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; (d) Dispositions of property by any Subsidiary to the Company Lead Borrower or to a wholly-owned any Restricted Subsidiary; provided that if the transferor of such property is a Subsidiary GuarantorLoan Party, (i) the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) a Loan Party or (i)ii) if such transaction constitutes an Investment, such Dispositions shall be treated as Investments transaction is permitted under such section and such Investments must be permitted thereunderSection 7.02; (e) to the extent constituting Dispositions, transactions permitted by Sections 7.01, 7.02 (other than Section 7.02(e)), 7.04 (other than Section 7.04(f)) and 7.06; (f) Dispositions contemplated as of the Closing Date and listed on Schedule 7.05(f); (g) Dispositions of Cash Equivalents; (i) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business or consistent with past practice and which do not materially interfere with the business of the Lead Borrower or any of the Restricted Subsidiaries and (ii) Dispositions of IP Rights that do not materially interfere with the business of the Lead Borrower or any of the Restricted Subsidiaries; (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty Event; (j) Dispositions of property or assets or issuance or sale of Equity Interests of any Restricted Subsidiary; provided that (i) at the time of such Disposition, no Event of Default under Section 8.01(a) or 8.01(f) with respect to any Borrower shall exist or would result from such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no such Event of Default exists) and (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $25,000,000, the Lead 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 at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (p), (q), (r)(i), (r)(ii), (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee) (only to the extent the Obligations are secured by such cash and Cash Equivalents)); provided, however, that for the purposes of this clause (j)(ii), the following shall be deemed to be cash: (A) the greater of the principal amount and the carrying value any liabilities (as shown on the Lead Borrower’s (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or in the footnotes thereto or, if incurred or increased subsequent to the date of such balance sheet, such liabilities that would have been shown on the Lead Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or increase had taken place on or prior to the date of such balance sheet, as determined by the Lead Borrower) of the Lead Borrower or such Restricted Subsidiary, other than liabilities (other than intercompany liabilities owing to a Restricted Subsidiary being Disposed of) that are by their terms subordinated to the payment in cash of the Obligations, (i) assumed by the transferee of any such assets (or a third party in connection with such transfer) pursuant to a written agreement which releases or indemnifies the Lead Borrower or such Restricted Subsidiary from such liabilities or (ii) otherwise cancelled or terminated in connection with the transaction, (B) any securities, notes or other obligations or assets received by the Lead Borrower or the applicable Restricted Subsidiary from such transferee that are converted by, or reasonably expected to be converted by, the Lead Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received or expected to be received) or by their terms are required to be satisfied for cash or Cash Equivalents within 180 days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by the Lead Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed the greater of $50,000,000 and 35% of LTM Consolidated EBITDA at any time (net of any non-cash consideration converted into cash and Cash Equivalents); (k) the sale, assignment, licensing, sub-licensing or other Disposition of IP Rights or other general intangibles pursuant to any Intercompany License Agreement; (l) Dispositions or discounts without recourse of accounts receivable, or participations therein, or Securitization Assets or related assets, or any disposition of the Equity Interests in a Subsidiary, all or substantially all of the assets of which are Securitization Assets, in each case in connection with any Qualified Securitization Facility or the disposition of an account receivable in connection with the collection or compromise of such accounts receivable thereof in the ordinary course of business; (fm) Dispositions permitted by Section 7.04of property pursuant to any Sale and Lease-Back Transaction or lease-leaseback transactions; provided that the fair market value of all property so Disposed of after the Closing Date shall not exceed $60,000,000 at any time; (gn) non-exclusive licenses any swap of IP Rights assets in exchange for services or other assets of comparable or greater value or usefulness to the business of the Lead Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Lead Borrower; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (other than Unrestricted Subsidiaries the primary assets of which are cash and/or Cash Equivalents) (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary); (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) the lapse or abandonment in the ordinary course of business and substantially consistent with past practice of any registrations or applications for terms not exceeding five yearsregistration of any immaterial IP Rights; (hs) Permitted Intercompany Activities; (t) Dispositions constituting a swap/exchange of assets for similar (i) acquired pursuant to or in order to effectuate a Permitted Acquisition which assets are not used or useful to the core or principal business of the Lead Borrower and the Restricted Subsidiaries or (although not necessarily serving ii) that are made in connection with the same geographical area)approval of any applicable antitrust authority or otherwise necessary or advisable in the good faith determination of the Lead Borrower to consummate any acquisition; (u) any surrender or waiver of contract rights or the settlement, release or surrender of contract rights or other litigation claims, in each case, in the ordinary course of business; (v) the issuance of directors’ qualifying shares and shares issued to foreign nationals as required by applicable law; (w) Dispositions to effect the formation of any Subsidiary that is a Delaware Divided LLC, provided that upon formation of such Delaware Divided LLC, the Lead Borrower has complied with Section 6.11, to the extent applicable; (x) other Dispositions after the Closing Date in an aggregate amount not to exceed the greater of (i) the net book value of the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement 25,000,000 and (ii) any cash paid (or Indebtedness assumed) by the Company or any 15% of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) belowLTM Consolidated EBITDA; and (iy) Dispositions by any sale of property or assets, if the Company acquisition of such property or assets was financed with Excluded Contributions and its Subsidiaries not otherwise permitted under this Section 7.05the proceeds of such sale are used to make Investments or Restricted Payments pursuant to Sections 7.02(y) or 7.06(p); provided, provided that (i) the consideration received by the Company or applicable Subsidiary consists any Disposition of at least 75% cash and (ii) the net book value of the assets to be Disposed, together with the net book value of all other assets Disposed of any property pursuant to this clause Section 7.05 (except pursuant to Sections 7.05(e), (i), does not exceed $50,000,000 over the term of this Agreement; provided(k), however(p), that (r) and (s) and except for Dispositions from a Loan Party to any Disposition pursuant to clauses (a) through (iother Loan Party) shall be for no less than the fair market valuevalue of such property at the time of such Disposition as determined by the Lead Borrower in good faith. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall 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 unusedobsolete, obsolete or 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 Restricted Subsidiaries (in each case as determined by the Borrower in good faith); (b) Dispositions of inventory and immaterial assets in the ordinary course of business (including allowing any registrations or any applications for registration of any immaterial IP Rights to lapse or go abandoned 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 that is promptly purchased or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement propertyproperty (which replacement property is actually promptly purchased); (d) Dispositions of property by any Subsidiary to the Company Borrower or to a wholly-owned Restricted Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, Loan Party (i) the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d)a Loan Party, (eii) or (i), such Dispositions Disposition shall be treated as Investments an Investment and permitted under Section 7.02, or (iii) such section and such Investments must be permitted thereunderDisposition shall consist of the transfer of Equity Interests in or Indebtedness of any Foreign Subsidiary to any other Foreign Subsidiary; (e) Dispositions permitted by Section 7.02 (other than Section 7.02(f)), Section 7.04 (other than Section 7.04(g)) and Section 7.06 and Liens permitted by Section 7.01 (other than Section 7.01(m)); (f) Dispositions in the ordinary course of business of Cash Equivalents; (g) leases, subleases, licenses or sublicenses, in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Restricted Subsidiaries, taken as a whole; (h) transfers of property subject to Casualty Events; (i) Dispositions (i) of accounts receivable in the ordinary course of business in connection with the collection or compromise thereof, in an amount not to exceed $1,000,000 per calendar year, (ii) of such accounts receivable Consumer Warehouse Assets by a Consumer Warehouse Subsidiary in the ordinary course of business and (iii) of consumer loans and related assets by RumbleOn Finance in the ordinary course of business; (fj) Dispositions permitted by Section 7.04the unwinding of any Swap Contract pursuant to its terms; (gk) Permitted Sale Leasebacks; (l) Dispositions not otherwise permitted pursuant to this Section 7.05; provided that (i) such Disposition shall be for fair market value as reasonably determined by the Borrower in good faith, (ii) the Borrower or any of its Restricted Subsidiaries shall receive not less than 75.0% of such consideration in the form of cash or Cash Equivalents (provided, however, that for the purposes of this clause (l)(ii), the following shall be deemed to be cash: (A) the assumption by the transferee of Indebtedness or other liabilities contingent or otherwise of the Borrower or any of its Restricted Subsidiaries (other than Specified Debt) and the valid release of the Borrower or such Restricted Subsidiary, by all applicable creditors in writing, from all liability on such Indebtedness or other liability in connection with such Disposition, (B) securities, notes or other obligations received by the Borrower or any of its Restricted Subsidiaries from the transferee that are converted by such Borrower or any of its Restricted Subsidiaries into cash or Cash Equivalents within 180 days following the closing of such Disposition, (C) Indebtedness (other than Specified Debt) of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Restricted Subsidiary are released from any guarantee of payment of such Indebtedness in connection with such Disposition and (D) aggregate non-exclusive licenses cash consideration received by the Borrower and its Restricted Subsidiaries for all Dispositions under this clause (m) having an aggregate fair market value (determined as of IP Rights the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed $1,000,000 in any fiscal year (net of any non-cash consideration converted into cash and Cash Equivalents received in respect of any such non-cash consideration) and calculated on a Pro Forma Basis); (iii) the Borrower or the applicable Restricted Subsidiary complies with the applicable provisions of Section 2.03(b)(ii); and (iv) no Default or Event of Default exists and is continuing at the time of such Disposition and no Default for Event of Default would occur as a result of such Disposition (other than with respect to a Disposition made pursuant to a legally binding commitment entered into at a time when no Event of Default existed and was continuing or would have resulted from such Disposition); (m) the Borrower and its Restricted Subsidiaries may surrender or waive contractual rights and settle or waive contractual or litigation claims in the ordinary course of business; (n) Dispositions of non-core or obsolete assets acquired in connection with Permitted Acquisitions; and (o) any swap of assets in exchange for services or other assets in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years; (h) Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving the same geographical area), provided that (i) the net book comparable or greater fair market value of usefulness to the assets so Disposed business of the Borrower and its Restricted Subsidiaries as a whole, as determined in any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement and (ii) any cash paid (or Indebtedness assumed) good faith by the Company Borrower. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than the Borrower or any Subsidiary Guarantor, such Collateral shall be sold free and clear of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; and (i) Dispositions Liens created by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; providedLoan Documents and, that (i) the consideration received if requested by the Company or applicable Subsidiary consists of at least 75% cash and (ii) Administrative Agent, upon the net book value of certification by the assets to be Disposed, together with the net book value of all other assets Disposed of pursuant to this clause (i), does not exceed $50,000,000 over the term of Borrower that such Disposition is permitted by this Agreement; provided, howeverthe Administrative Agent or the Collateral Agent, that any Disposition pursuant to clauses (a) through (i) as applicable, shall be for fair market valueauthorized to take and shall take any actions deemed appropriate in order to effect the foregoing.

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, exceptexcept for: (a) Dispositions Transfers in the ordinary course of unusedbusiness for reasonably equivalent consideration; (b) Transfers of property in connection with sale-leaseback transactions; (c) Transfers of property to the extent such property is exchanged for credit against, obsolete or worn out proceeds are promptly applied to, the purchase price of other property used or useful in the business of Borrower or its Subsidiaries; (d) Transfers constituting non-exclusive licenses and similar arrangements for the use of the property of Borrower or its Subsidiaries in the ordinary course of business and other non-perpetual licenses that may be exclusive in some respects other than territory (and/or that may be exclusive as to territory only in specified geographical areas outside of the United States), but that could not result in a legal transfer of Borrower’s title in the licensed property, whether now owned ; (e) Transfers otherwise permitted by the Loan Documents; (f) sales or hereafter acquired, discounting of delinquent accounts in the ordinary course of business; (bg) 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; (d) Dispositions of property by any Subsidiary to the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunder; (e) Dispositions of accounts receivable in connection Transfers associated with the collection making or compromise disposition of such accounts receivable in the ordinary course of business; (f) Dispositions permitted by Section 7.04; (g) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five yearsPermitted Investments; (h) Dispositions constituting Transfers in connection with a swap/exchange permitted acquisition of assets for similar assets (although not necessarily serving the same geographical area), provided that (i) the net book value a portion of the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement and (ii) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) belowrights acquired; and (i) Dispositions by Transfers of assets (other than Accounts (unless such Transfer is in the Company and its Subsidiaries ordinary course of Borrower’s business)) not otherwise permitted under in this Section 7.05; 7.1, provided, that (i) the consideration received by the Company or applicable Subsidiary consists of at least 75% cash and (ii) the net book value of the assets to be Disposed, together with the net aggregate book value of all other assets Disposed of pursuant to this clause (i)such Transfers by Borrower and its Subsidiaries, does together, shall not exceed $50,000,000 over in any fiscal year, five percent (5.0%) of Borrower’s consolidated total assets as of the term last day of this Agreement; provided, however, that any Disposition pursuant to clauses (a) through (i) shall be for fair market valuethe fiscal year immediately preceding the date of determination.

Dispositions. Make The Company shall not, nor shall it permit any Subsidiary to, directly or indirectly, make any Disposition or enter into any agreement to make any Disposition, or, in the case of any Subsidiary of the Company, issue, sell or otherwise Dispose of any of such Subsidiary’s Equity Interests to any Person, except: (a) Dispositions of unused, 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; (d) Dispositions of property by any Subsidiary of the Company to the Company or to a wholly-owned Subsidiaryanother Subsidiary of the Company; provided that if the transferor of such property is a Subsidiary Guarantoran Unencumbered Property Subsidiary, the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunderUnencumbered Property Subsidiary; (e) Dispositions of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of business; (fc) Dispositions permitted by Section 7.04;10.4(a), 10.4(b) or 10.4(c); and (gd) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years; (h) Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving the same geographical area), provided that (i) the net book value Disposition of the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement and (ii) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; and (i) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided, that (i) the consideration received by the Company or applicable Subsidiary consists of at least 75% cash Property and (ii) the net book value sale or other Disposition of all, but not less than all, of the assets Equity Interests of any Subsidiary; provided that no Default or Event of Default shall have occurred and be continuing or would result therefrom; provided further that if (x) such Property is an Unencumbered Eligible Property or (y) such Subsidiary is an Unencumbered Property Subsidiary, then at least two Business Days prior to the date of such Disposition, the holders of Notes shall have received an Officer’s Certificate certifying that at the time of and immediately after giving effect to such Disposition (A) the Obligors shall be Disposedin compliance, together on a pro forma basis, with the net book value provisions of all Section 10.1(b) and Section 10.1(c) and (B) no Default or Event of Default shall have occurred and be continuing or would result under any other assets Disposed of pursuant to this clause (i), does not exceed $50,000,000 over the term provision of this Agreement; provided, however, that any Disposition pursuant to clauses (a) through (i) shall be for fair market valueAgreement from such Disposition.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of unused, 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; (d) Dispositions of property by any Subsidiary to the Company Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) the Borrower or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereundera Guarantor; (e) Dispositions of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of business; (f) Dispositions permitted by Section 7.04; (gf) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years; (h) Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving the same geographical area), provided that (i) the net book value of the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement and (ii) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; and (ig) Dispositions by the Company Borrower and its Subsidiaries not otherwise permitted under this Section 7.05; provided, provided that (i) at the consideration received by the Company time of such Disposition, no Default shall exist or applicable Subsidiary consists of at least 75% cash would result from such Disposition and (ii) the net book value of the assets to be Disposed, together with the net aggregate book value of all other assets property Disposed of pursuant to in reliance on this clause (i), does g) in any fiscal year shall not exceed $50,000,000 over 500,000; (h) Disposition of the term Capital Stock of this Agreementany Excluded Subsidiary; and (i) Disposition by the Borrower of accounts receivable from Cross Japan, Cross Asia Pacific and 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 (i) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions in which (i) at least 75% of unusedthe consideration paid in connection therewith shall be cash or Cash 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, obsolete (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 worn out propertyother disposition of a minority equity interest in any Subsidiary, whether now (iv) 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 (v) 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(e) occurring after the ordinary course New Term Loan Effective Date shall not exceed 10% of businessConsolidated Tangible Assets determined as of the last day of the most recently ended fiscal year 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) with respect to the Japanese Subsidiary and its Subsidiaries, Dispositions of equipment (i) receivables by way of a transaction or series of transactions pursuant to which such receivables are sold on a discounted basis to a third party which is not the Borrower or any of its Subsidiaries, without recourse or with limited recourse of such third party to any of the Borrower or any of its Subsidiaries; provided that the outstanding amount of all such receivables so sold does not exceed JPY5,000,000,000 (or its equivalent in another currency or currencies) at any time and (ii) shares or assets of Cyber Logistics Corporation, a corporation incorporated under the laws of Japan; (d) with respect to SYNNEX Canada and its Subsidiaries, Dispositions of (i) the real property to owned by 2117974 Ontario Inc. located at 000 Xxxxxxxx Xxxx, Xxxxxx, Xxxxxxx, Xxxxxx and (ii) the extent real property owned by EMJ America Inc. located at 000 Xxxxxxx Xxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; (e) other Dispositions provided that (i) such property is exchanged for credit against transaction does not involve the purchase price sale or other disposition of similar replacement property or a minority equity interests in a Domestic Subsidiary, (ii) the proceeds aggregate net book value of all of the assets sold or otherwise disposed of by the Borrower and its Subsidiaries in all such Disposition are reasonably promptly applied to transactions permitted under this Section 8.05(e) occurring after the purchase price New Term Loan Effective Date shall not exceed $25,000,000 and (iii) the aggregate net book value of all of the assets sold or otherwise disposed of by the Borrower and its Subsidiaries in all such replacement property; (dtransactions permitted under this Section 8.05(e) Dispositions and Section 8.05(a) after the New Term Loan Effective Date shall not exceed 10% of property by any Subsidiary to Consolidated Tangible Assets determined as of the Company or to a wholly-owned Subsidiary; provided that if last day of the transferor of such property is a Subsidiary Guarantor, most recently ended fiscal year for which the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment Borrower has delivered financial statements pursuant to Section 7.02(d7.01(a), (e) or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunder; (e) Dispositions of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of business; (f) with respect to SYNNEX Canada Limited and its Subsidiaries or WCSI, Dispositions of Receivables and Related Assets by way of a transaction or series of transactions permitted by under Section 7.04;8.03(q) and pursuant to which such receivables are sold to a third party which is not the Borrower or any of its Subsidiaries, without recourse or with limited recourse of such third party to any of the Borrower or any of its Subsidiaries; and (g) non-exclusive licenses of IP Rights in to the ordinary course of business and substantially consistent with past practice for terms not exceeding five years; (h) Dispositions extent constituting a swap/exchange of assets for similar assets (although not necessarily serving the same geographical area)Disposition, provided that (i) the net book value of the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement and (ii) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; and (i) Dispositions by the Company and its Subsidiaries not otherwise Investments permitted under this Section 7.05; provided, that (i) the consideration received by the Company or applicable Subsidiary consists of at least 75% cash and (ii) the net book value of the assets to be Disposed, together with the net book value of all other assets Disposed of pursuant to this clause (i), does not exceed $50,000,000 over the term of this Agreement; provided, however, that any Disposition pursuant to clauses (a) through (i) shall be for fair market valueSection 8.02.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of unused, 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; 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 the Company Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunder; (e) Dispositions of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of business; (f) Dispositions expressly permitted by Section 7.04; (gf) non-exclusive licenses of IP Rights in the ordinary course of business in connection with Franchise Agreements and substantially consistent with past practice for terms not exceeding five yearspractice; (hg) other Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving in arms-length transactions so long as the same geographical area), provided that (i) the net book value of the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement and (ii) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; and (i) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided, that (i) the consideration received by the Company or applicable Subsidiary consists of at least 75% cash and (ii) the net book value of the assets to be Disposed, together with the net book value of all other aggregate proceeds from assets Disposed of pursuant to this clause (i), g) during the term of this Agreement does not exceed $50,000,000 over 5,000,000; provided, however, that should any Disposition cause the term aggregate proceeds from all assets Disposed of pursuant to this Agreementclause (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 restaurants or other assets acquired pursuant to Permitted Acquisitions that have not been rebranded as “Noodles & Company” restaurant; and (k) any transfer of assets of any Loan Party to any Person other 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) such exchange is consummated on an arm’s length basis for fair consideration, (ii) to the 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 provisions relating to a Permitted Acquisition shall otherwise have been complied with, including with respect to Section 6.12 hereof; provided, however, that any Disposition pursuant to clauses (aSection 7.05(a) through (iSection 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 unused, (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; (d) Dispositions of property by (x) the Borrower to any Guarantor and (y) any Subsidiary to the Company 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 Subsidiary Guarantor, (i) the transferee thereof must either be the Borrower or a Guarantor and (ii) to the extent such transaction constitutes an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) or (i)Investment, such Dispositions shall be treated as Investments transaction is permitted under such section and such Investments must be permitted thereunderSection 7.03; (e) (i) Dispositions permitted by Sections 7.04 or 7.06 and (ii) the grant of any Lien permitted by Section 7.01; (f) (i) Dispositions of cash or Cash Equivalents and (ii) Dispositions of accounts receivable in connection with the collection or compromise thereof; (g) Non‑exclusive licenses of such accounts receivable IP Rights in the ordinary course of business; (f) Dispositions permitted by Section 7.04; (g) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years; (h) Dispositions constituting a swap/exchange concurrently with the acquisition of assets for similar assets (although not necessarily serving any fixed or capital assets, the same geographical area)sale and leaseback thereof so long as such lease is an operating lease and such acquisition, provided that (i) the net book value sale and leaseback transaction was entered into in order to obtain favorable pricing of the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement and (ii) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) belowassets; and (i) Dispositions by the Company Borrower and its Subsidiaries not otherwise permitted under this Section 7.05; provided, provided that (i) at the consideration received by time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the Company aggregate fair market value of all property Disposed of in reliance on this clause (i) during the term of this Agreement shall 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 aggregate since the Closing Date (in each case, determined as of the date of the 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 (iii) the price for such asset shall be paid to the Borrower or applicable such Subsidiary consists of for at least 75% cash and consideration; (iij) the net book value [reserved]; and (k) any Disposition of the assets accounts, payments, receivables, rights to be Disposed, together future lease payments or residuals or similar rights to payment to a Securitization Subsidiary in connection with the net book value of all other assets Disposed of pursuant to this clause (i), does not exceed $50,000,000 over the term of this Agreementany 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) (iother 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 any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of unusedobsolete, obsolete surplus or worn out property, whether now owned or hereafter acquired, in the ordinary course of businessbusiness and Dispositions of tangible property no longer used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries; (b) the abandonment or other Disposition of IP Rights (including allowing any registrations or any applications for registration of any IP Rights to lapse or go abandoned) to the extent Borrower determines in its reasonable business judgment that (i) such IP Rights are not commercially reasonable to maintain under the circumstances and (ii) such Disposition could not reasonably be expected to materially and adversely affect the business of the Borrower or any of its Restricted Subsidiaries; (c) Dispositions of inventory and goods held for sale in the ordinary course of business; (cd) 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; (d) Dispositions of property by any Subsidiary to the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) any surrender or (i)waiver of contract rights or settlement, such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunder; (e) Dispositions release, recovery on or surrender of accounts receivable in connection with the collection contract, tort or compromise of such accounts receivable other claims in the ordinary course of business; (f) (A) Dispositions permitted by Section 7.04, (B) Liens permitted by Section 7.01 (other than Section 7.01(n)(ii)), (C) Investments permitted by Section 7.02 (other than Section 7.02(e) with respect to Dispositions under this Section 7.05 and Section 7.02(h)) and (D) Restricted Payments permitted by Section 7.06; (g) nonDispositions by the Borrower and its Restricted Subsidiaries of property pursuant to sale-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years; (h) Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving the same geographical area), leaseback transactions; provided that (i) the net book value not less than 75% of the assets so Disposed purchase price for such property shall be in the form of cash or Cash Equivalents (with any transaction or series senior secured debt secured by such property assumed by the purchaser of related transactions does not exceed $50,000,000 over such property and any consideration received in the term form of Indebtedness that is converted into cash within 90 days after the Disposition of such property deemed to be cash for purposes of this Agreement provision) and (ii) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries lease entered into in connection with such swap/exchange therewith shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; and (i) Dispositions by the Company and its Subsidiaries not otherwise permitted under this contravene Section 7.05; provided, that (i) the consideration received by the Company or applicable Subsidiary consists of at least 75% cash and (ii) the net book value of the assets to be Disposed, together with the net book value of all other assets Disposed of pursuant to this clause (i), does not exceed $50,000,000 over the term of this Agreement; provided, however, that any Disposition pursuant to clauses (a) through (i) shall be for fair market value.7.03;

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of unusedobsolete, obsolete used, surplus or worn out 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 Restricted Subsidiaries; (b) Dispositions of inventory and equipment 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; (d) Dispositions of property by the Borrower or any Restricted Subsidiary to the Company Borrower or any other Restricted Subsidiary (including any such Disposition effected pursuant to a wholly-owned Subsidiarymerger, liquidation or dissolution); provided that if the transferor of such property is a Subsidiary Guarantor, Guarantor or the Borrower then (i) the transferee thereof must either be an entity in which such Subsidiary the Borrower or a Guarantor may make an Investment pursuant to Section 7.02(d), (eother than Holdings) or (i)ii) to the extent such transaction constitutes an Investment, such Dispositions shall be treated as Investments transaction is permitted under Section 7.02 and any Indebtedness corresponding to such section and such Investments Investment must be permitted thereunderby Section 7.03; (e) Dispositions permitted by Section 7.02 (other than Section 7.02(e)), Section 7.04 (other than Section 7.04(e)) and Section 7.06 (other than Section 7.06(d)) and Liens permitted by Section 7.01; (f) Dispositions of property (other than IP Collateral) pursuant to sale-leaseback transactions; provided that (i) with respect to such property owned by the Borrower and its Restricted Subsidiaries on the Closing Date, the fair market value of all property so Disposed of after the Closing Date shall not exceed $50,000,000 and (ii) with respect to such property acquired by the Borrower or any of its Restricted Subsidiaries after the Closing Date, the applicable sale-leaseback transaction occurs within one hundred eighty (180) days after the acquisition or construction (as applicable) of such property; (g) Dispositions of Cash Equivalents; (h) Dispositions of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of businessthereof; (fi) Dispositions permitted by Section 7.04; (g) non-exclusive leases, subleases, licenses or sublicenses of IP Rights property in the ordinary course of business and substantially consistent which do not materially interfere with past practice for terms not exceeding five yearsthe business of the Borrower and its Restricted Subsidiaries; (hj) transfers of property subject to Casualty Events upon receipt of the Net Cash Proceeds of such Casualty Event; (k) Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving property by the same geographical area), Borrower or any Restricted Subsidiary; provided that (i) at the net book value time of the assets so Disposed in such Disposition, (other than any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement and such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists), no Default shall exist, (ii) with respect to any cash paid Disposition pursuant to this Section 7.05(k) for a purchase price in excess of the greater of (or Indebtedness assumedx) by $20,000,000 and (y) 0.75% of Total Assets as of the Company end of the Test Period last ended, the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received other than Liens permitted by Section 7.01) (it being understood that for the purposes of this clause (i)(iik)(ii), the following shall be deemed to be cash: (A) below; and any liabilities (ias shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) Dispositions of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the Company transferee with respect to the applicable Disposition and for which all of its Restricted Subsidiaries not otherwise permitted under this Section 7.05; providedshall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (ito the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable Disposition, (C) the fair market value of any notes, receivables or other non- cash consideration received by in any Refranchising Transaction in the Company or applicable Subsidiary consists ordinary course of at least 75% cash business and (iiD) 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 (D) that is at that time outstanding, not in excess of the greater of $30,000,000 and 1.00% of Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value) and ), and (iii) the net book value Consolidated EBITDA of the assets to be DisposedBorrower generated by, together or associated with the net book value of all other assets such property Disposed of pursuant to this Section 7.05(k) in any fiscal year of the Borrower shall not exceed 10.0% of Consolidated EBITDA of the Borrower for the most recently ended four fiscal quarter period of the Borrower prior to the date of such Disposition. (l) Dispositions of Investments in Joint Ventures, to the extent required by, or made pursuant to buy/sell arrangements between the joint venture parties forth in, joint venture arrangements and similar binding arrangements in effect on the Closing Date; (m) Dispositions in the ordinary course of business consisting of the abandonment of IP Rights which, in the reasonable good faith determination of the Borrower or any Restricted Subsidiary, are uneconomical, negligible, obsolete or otherwise not material in the conduct of its business (it being understood and agreed that no Material Intellectual Property may be Disposed of in reliance on this clause (im)); (n) any surrender or waiver of contractual rights or the settlement, does release or surrender of contractual rights or other litigation claims in the ordinary course of business; and (o) Refranchising Transactions; provided that the aggregate fair market value of all owned real property sold to franchisees in reliance on this clause (o) shall not exceed $50,000,000 20,000,000 during any fiscal year of the Borrower (with unused amounts in any calendar year being carried over to the term immediately succeeding fiscal year, subject to a maximum of this Agreement$30,000,000 in any fiscal year); provided, however, provided that any Disposition of any property pursuant to clauses this Section 7.05 (aexcept pursuant to Section 7.05(d), Section 7.05(e), 7.05(h), 7.05(j) through (i) and Section 7.05(m)), shall be for no less than the fair market valuevalue of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent is hereby authorized by the Lenders 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 or the abandonment of unusedobsolete, obsolete or worn out propertyor surplus property or property no longer used or useful in the business of the Consolidated Companies, or IP Rights no longer material to the business of the Consolidated Companies, 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 by any Guarantor to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property Borrower or (ii) the proceeds of such Disposition are reasonably promptly applied another Guarantor, or by any Subsidiary to the purchase price of such replacement propertya Loan Party or to another wholly-owned Subsidiary; (d) Dispositions of property by any Subsidiary to the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunder; (e) Dispositions of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of business; (f) Dispositions permitted by Section 7.04; (g) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five yearspractice; (e) Dispositions of Cash Equivalents in the ordinary course of business; (f) Dispositions of leased real estate in the ordinary course of business; (g) Dispositions of accounts receivable in connection with the collection or compromise thereof; (h) Dispositions constituting any forgiveness, writeoff or writedown of any intercompany obligations owed by a swap/exchange of assets for similar assets (although not necessarily serving the same geographical area), provided that Loan Party; (i) the net book value any dispositions resulting from a loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of the assets so Disposed in Borrower or any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement and Subsidiary; (ii) any cash paid the granting of Permitted Liens, (or Indebtedness assumediii) Investments permitted under Section 7.03 and (iv) Restricted Payments permitted under Section 7.06; (j) Dispositions permitted by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) belowSection 7.04; and (ik) so long as no Event of Default has occurred and is continuing, other Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05of property for fair market value; provided, that (i) the consideration received by the Company or applicable Subsidiary consists fair market value thereof is not in excess of at least 75% cash an aggregate amount of (i) $3,000,000 for any single Disposition and $5,000,000 for all Dispositions in any fiscal year and (ii) the net book value of the assets to be Disposed, together Net Cash Proceeds thereof are used in accordance with the net book value of all other assets Disposed of pursuant to this clause (iSection 2.04(b), does not exceed $50,000,000 over the term of this Agreement; provided, however, that any Disposition pursuant to clauses (a) through (i) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of unused, obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory, including inventory constituting New Vehicles or Used Vehicles, 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; (d) Dispositions of property by any Subsidiary to the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be an entity in which such the Company or a Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunderGuarantor; (e) Dispositions permitted by Section 7.04; (f) Dispositions by the Company and its Subsidiaries of accounts receivable property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $350,000,000 in connection with any fiscal year or $750,000,000 in the collection aggregate over the term of the Obligations hereunder; (g) Dispositions of retail installment sales contracts and related intangible property arising from the sale or compromise lease of such accounts receivable vehicles, assets, or services in the ordinary course of business; (f) Dispositions permitted by Section 7.04; (g) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years; (h) Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving the same geographical area), provided that (i) the net book value of the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement and (ii) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; and (i) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; providedprovided that at the time of such Disposition, that (i) the consideration received by the Company no Default shall exist or applicable Subsidiary consists of at least 75% cash would result from such Disposition and (ii) in the net book value case of a Disposition of a dealership Subsidiary, the assets to be Disposed, together with the net book value requirements of all other assets Disposed of pursuant to this clause (i), does not exceed $50,000,000 over the term of this AgreementSection 7.19 have been satisfied; provided, however, that any Disposition pursuant to clauses (a) through (ih) 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 unused, 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; (d) Dispositions of property permitted by any Subsidiary to the Company or to a wholly-owned SubsidiarySection 7.04; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunder;and (e) other Dispositions of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of business; (f) Dispositions permitted by Section 7.04; (g) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years; (h) Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving the same geographical area), provided that (i) the net book value of the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement and (ii) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; and (i) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided, that long as (i) the consideration received by paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the Company or applicable Subsidiary consists transaction and shall be in an amount not less than the fair market value of at least 75% cash and the property disposed of, (ii) such transaction does not involve the net book value sale or other disposition of a minority Equity Interests in any Loan Party, and (iii) the assets to be Disposed, together with the aggregate net book value of all other of the assets Disposed sold or otherwise disposed of pursuant to this clause (i), does by the Loan Parties and their Subsidiaries in all such transactions during any fiscal year of the Borrower shall not exceed $50,000,000 over the term 20% of this AgreementConsolidated Total Assets; provided, however, that if, as of the date of any proposed Disposition pursuant to clauses this Section 7.05(e), all Dispositions made pursuant to this Section 7.05(e) (aafter giving effect to such proposed Disposition) through (i) in such fiscal year of the Borrower exceed 10% of Consolidated Total Assets as of such date, the Borrower shall be for fair market valuein 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; provided that, none of the restrictions under this Section 7.05 shall apply to the Morningstar Seed Portfolios or any Margin Stock held by the Borrower or any of its Subsidiaries.

Dispositions. Make Holdings will not, and will not permit any Disposition or enter into any agreement to Restricted Subsidiary to, make any Disposition, except: (a) Dispositions of unused, obsolete or worn out propertyProperty, whether now owned or hereafter acquired, in the ordinary course of business, and Dispositions of property no longer used or useful in the conduct of the business of Holdings, any Borrower or any of their respective Subsidiaries in the ordinary course of business; (b) Dispositions (including non-exclusive licenses) of inventory and immaterial assets, in each case in the ordinary course of business; (c) Dispositions of equipment or real property Property to the extent that (i) such property Property is exchanged for credit against the purchase price of similar replacement property Property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement propertyProperty; (d) Dispositions of property Property by any Subsidiary member of the Group to any other member of the Company or to a wholly-owned SubsidiaryGroup; provided that that, if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must be Disposition constitutes an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) or (i)Investment, such Dispositions shall be treated as Investments Investment is permitted under such section and such Investments must be permitted thereunderSection 6.05; (e) Dispositions permitted by Section 6.03 (other than Section 6.03(d)) or Section 6.04 (other than Section 6.04(f)) and Dispositions constituted by the making of any Investment permitted by Section 6.05; (f) Dispositions by Holdings and its Restricted Subsidiaries pursuant to sale-leaseback transactions, provided that the aggregate fair market value of all property so Disposed of shall not exceed $50,000,000 (in aggregate for Holdings and all Restricted Subsidiaries) from and after the Closing Date; (g) Dispositions of overdue accounts receivable solely in connection with the collection or compromise of such accounts receivable in the ordinary course of businessthereof; (fh) Dispositions permitted by Section 7.04; (g) non-exclusive pursuant to operating leases, subleases, licenses of IP Rights or sublicenses, in each case entered into in the ordinary course of business and substantially consistent which do not materially interfere with past practice for terms not exceeding five yearsthe business of Holdings and its Restricted Subsidiaries; (h) Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving the same geographical area), provided that (i) the net book value of the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement and (ii) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; and (i) Dispositions of Property to the extent subject to Casualty Events; (j) Dispositions of cash and Cash Equivalents; (k) Dispositions of any Equity Interests in Unrestricted Subsidiaries; (l) Dispositions of other Property by the Company Holdings and its Restricted Subsidiaries with an aggregate fair market value (as determined in good faith by Holdings) for all such Dispositions in any fiscal year not otherwise permitted under this Section 7.05; provided, that (i) the consideration received by the Company or applicable Subsidiary consists of at least 75to exceed 7.5% cash and (ii) the net book value of the assets to be DisposedConsolidated Total Assets of Holdings and its Restricted Subsidiaries as at the last day of the immediately preceding fiscal year, together with unused amounts from any fiscal year being available for additional Dispositions in the net book value of all other assets Disposed of next succeeding fiscal year only (it being understood that any Disposition in any fiscal year pursuant to this clause (il) shall be deemed first to have utilized any amount carried forward from any prior year before being applied to the 7.5% limitation referred to above for such fiscal year); (m) Dispositions of Investments in, does and issuances of any Equity Interests in, joint ventures to the extent required by, or made pursuant to buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; and (n) any Restricted Subsidiary may liquidate or dissolve if Holdings determines in good faith that such liquidation or dissolution is in its best interests and not exceed $50,000,000 over materially adverse to the term of this AgreementLenders and, if such Subsidiary is a Loan Party, such Loan Party’s assets and property are transferred to another Loan Party; provided, however, that (A) any Disposition pursuant to clauses (aSection 6.10(f) through (iand Section 6.10(l) shall be for the fair market valuevalue of such Property at the time of such Disposition in the good faith determination of Holdings, (B) nothing contained in this Section 6.10 shall prohibit the disposition of mortgage loans in the ordinary course of business by Genpact Mortgage Services, Inc. or any successor entity thereof upon the acquisition of Genpact Mortgage Services, Inc. and (C) other than as permitted under Section 6.10(d), none of the assets subject to any such Disposition shall consist of any Equity Interest in GII or any interest therein or (except in the case of any sale of all (but not part) of the Equity Interests in any Restricted Subsidiary of Holdings that is a Guarantor and the requirements of Section 5.09(b) continue to be complied with after such sale) any Equity Interest in any such Restricted Subsidiary or any interest therein.

Dispositions. Make Within one (1) Business Day of the date of receipt by Parent, any Disposition Borrower or enter into any agreement to make of their Subsidiaries of the net cash proceeds of any Dispositionsale or disposition by Parent, except: any such Borrower or any such Subsidiary of assets (excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a) Dispositions of unused), 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), (d), (e), (j), (k), (l), (m), or (n) Dispositions of equipment the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such net cash proceeds received by such Person in connection with such sales or real property dispositions; provided that the Commitment shall not be reduced and, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent, such Borrower or any such Subsidiary, as applicable, completes such replacement or purchase within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition unless and 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 applicable period shall have expired without such replacement property; (d) Dispositions of property by any Subsidiary to the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantorpurchase being made or completed, the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant case, any amounts remaining in the Deposit Account referred to Section 7.02(d), in clause (eC) or (i), such Dispositions above shall be treated as Investments under such section paid to Agent and such Investments must be permitted thereunder; (eapplied in accordance with Section 2.4(f)(ii). Nothing contained in this Section 2.4(e)(ii) Dispositions of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of business; (f) Dispositions permitted by Section 7.04; (g) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years; (h) Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving the same geographical area)shall permit Parent, provided that (i) the net book value of the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement and (ii) any cash paid (or Indebtedness assumed) by the Company Borrower or any of its their Subsidiaries to sell or otherwise dispose of any assets other than in connection accordance with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; and (i) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided, that (i) the consideration received by the Company or applicable Subsidiary consists of at least 75% cash and (ii) the net book value of the assets to be Disposed, together with the net book value of all other assets Disposed of pursuant to this clause (i), does not exceed $50,000,000 over the term of this Agreement; provided, however, that any Disposition pursuant to clauses (a) through (i) shall be for fair market value6.4.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of unusedobsolete, obsolete surplus or worn out property, whether now owned or hereafter acquired, in the ordinary course of businessbusiness and Dispositions of tangible property no longer used or useful in the conduct of the business of the Lead Borrower and its Restricted Subsidiaries; (b) the abandonment or other Disposition of IP Rights (including allowing any registrations or any applications for registration of any IP Rights to lapse or go abandoned) to the extent Lead Borrower determines in its reasonable business judgment that (i) such IP Rights are not commercially reasonable to maintain under the circumstances and (ii) such Disposition could not reasonably be expected to materially and adversely affect the business of the Lead Borrower or any of its Restricted Subsidiaries; (c) Dispositions of inventory and goods held for sale in the ordinary course of business; (cd) 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; (d) Dispositions of property by any Subsidiary to the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) any surrender or (i)waiver of contract rights or settlement, such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunder; (e) Dispositions release, recovery on or surrender of accounts receivable in connection with the collection contract, tort or compromise of such accounts receivable other claims in the ordinary course of business; (f) (A) Dispositions permitted by Section 7.04, (B) Liens permitted by Section 7.01 (other than Section 7.01(n)(ii)), (C) Investments permitted by Section 7.02 (other than Section 7.02(e) with respect to Dispositions under this Section 7.05 and Section 7.02(h)) and (D) Restricted Payments permitted by Section 7.06; (g) nonDispositions by the Lead Borrower and its Restricted Subsidiaries of property pursuant to sale-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years; (h) Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving the same geographical area), leaseback transactions; provided that (i) the net book value not less than 75% of the assets so Disposed purchase price for such property shall be in the form of cash or Cash Equivalents (with any transaction or series senior secured debt secured by such property assumed by the purchaser of related transactions does not exceed $50,000,000 over such property and any consideration received in the term form of Indebtedness that is converted into cash within 90 days after the Disposition of such property deemed to be cash for purposes of this Agreement provision) and (ii) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries lease entered into in connection with such swap/exchange therewith shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; and (i) Dispositions by the Company and its Subsidiaries not otherwise permitted under this contravene Section 7.05; provided, that (i) the consideration received by the Company or applicable Subsidiary consists of at least 75% cash and (ii) the net book value of the assets to be Disposed, together with the net book value of all other assets Disposed of pursuant to this clause (i), does not exceed $50,000,000 over the term of this Agreement; provided, however, that any Disposition pursuant to clauses (a) through (i) shall be for fair market value.7.03;

Dispositions. Make any Disposition or enter into any agreement to make any DispositionDisposition of any assets having a fair market value in excess of $400,000, in a single transaction or a series of related transactions, except: (a) Dispositions of unused, obsolete or worn out property, whether now owned or hereafter acquired, 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 Guarantor, the Borrower and the Restricted Subsidiaries (including, in Borrower’s reasonable business judgment, allowing any registrations or any applications for registration of any IP Rights to lapse or go abandoned); (b) Dispositions of inventory and goods held for sale 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; (d) Dispositions of property by the Borrower to any Restricted Subsidiary, or by any Restricted Subsidiary to the Company Borrower or to a wholly-owned Restricted Subsidiary; provided that that, if the transferor of such property is the Borrower or a Subsidiary Guarantor, the transferee thereof must either be an entity in which the Borrower or a Guarantor or such Subsidiary Guarantor may make Disposition must otherwise constitute an Investment pursuant to permitted by Section 7.02(d), (e) or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunder6.02; (e) Dispositions of accounts receivable in connection with the collection or compromise for purposes of such accounts receivable collection; (f) Dispositions of investment securities and Cash Equivalents in the ordinary course of business; (fg) (A) Dispositions permitted by Section 7.046.04 (other than Section 6.04(a)(ii)(C), Section 6.04(b) or Section 6.04(d)(ii)(B)); (B) Dispositions that constitute Investments permitted by Section 6.02 (other than Section 6.02(g)); (C) Dispositions that constitute Restricted Payments permitted by Section 6.06 (other than Section 6.06(o))and (D) Dispositions that constitute Liens permitted by Section 6.01 (other than Section 6.01(u)); (gh) non-exclusive Dispositions consisting of licenses or sublicenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five yearsbusiness; (hi) Dispositions constituting of property subject to or resulting from casualty losses and (ii) transfers of condemned property as a swap/exchange result of assets for the exercise of “eminent domain” or other similar assets (although not necessarily serving policies to the respective Governmental Authority or agency that has condemned the same geographical area(whether by deed in lieu of condemnation or otherwise), and transfers of property that have been subject to a casualty to the respective insurer of such real property as part of an insurance settlement; (j) Dispositions by the Parent Guarantor, the Borrower and the Restricted Subsidiaries of property not otherwise permitted under this Section 6.05; provided that that, (i) at the net book time of such Disposition and after giving effect thereto, no Event of Default shall exist or would result from such Disposition, (ii) the consideration received for such property shall be in an amount at least equal to the fair market value thereof, (iii) no less than 75% of such consideration shall have been paid in cash or Cash Equivalents and (iv) the aggregate fair market value of the assets so Disposed pursuant to this clause (j) shall not exceed 20.0% of Consolidated Total Assets in any transaction Fiscal Year; provided that, for the purposes of clause (iii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Parent Guarantor’s, the Borrower’s or series the applicable Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of related transactions does not exceed $50,000,000 over the term Parent Guarantor, the Borrower or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Obligations) that are assumed by the transferee with respect to the applicable Disposition and for which the Parent Guarantor, the Borrower and all Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Parent Guarantor, the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Parent Guarantor, the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of this Agreement the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (iiC) any cash paid (or Indebtedness assumed) the aggregate Designated Non-Cash Consideration received by the Company Parent Guarantor, the Borrower or such Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such Designated Non-Cash Consideration is received) not to exceed the greater of $4,000,000 and 10% of Consolidated EBITDA for the most recently ended Measurement Period (determined at the time of such Disposition) (net of any of its Subsidiaries in connection with such swap/exchange shall reduce dollarDesignated Non-for-dollar the amount set forth in clause (i)(ii) below; andCash Consideration converted into Cash Equivalents); (ik) Dispositions by the Company Parent Guarantor, the Borrower and its the Restricted Subsidiaries not otherwise permitted under this Section 7.05of property acquired after the Funding Date in connection with a Permitted Acquisition; providedprovided that, that (i) the consideration received by Borrower disposes of any such assets within 270 days following the Company or applicable Subsidiary consists closing of at least 75% cash such Permitted Acquisition and (ii) the net book fair market value of the assets to be Disposed, together divested in connection with the net book value of all other assets Disposed of pursuant to this clause (i), any Permitted Acquisition does not exceed $50,000,000 over an amount equal to 35% of the term total cash and non-cash consideration for such Permitted Acquisition; (l) leases, licenses, easements, subleases, sublicenses or other similar agreements with respect to real or personal property granted to others in the ordinary course of this Agreement; providedbusiness which do not interfere in any material respect with the business of the Parent Guarantor, howeverthe Borrower or any Restricted Subsidiary; (m) the issuance of (x) Qualified Equity Interests by a Restricted Subsidiary (other than the Borrower) to the Parent Guarantor or to another Restricted Subsidiary (and each other equity holder on a no greater than pro rata basis) and (y) Qualified Equity Interests by the Borrower to the Parent Guarantor; (n) Dispositions of Investments in joint ventures to the extent required by, that any Disposition or made pursuant to, buy/sell arrangements between the joint venture parties set forth in the joint venture agreement or similar binding agreements entered into with respect to clauses (a) through (i) shall be for fair market value.such Investment in such joint venture;

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions (i) sales of unusedinventory, obsolete used or worn out surplus equipment, Permitted Investments and Permitted Foreign Investments, (ii) leases or sales of real property, whether now owned (iii) leases or hereafter acquiredlicenses of personal property, and (iv) sale, transfer, abandonment or other disposition of intellectual property no longer used or useful in the conduct of the business, in each case in the ordinary course of businessbusiness or as expressly permitted elsewhere in this Agreement; (b) Dispositions of inventory sales, transfers and dispositions to a Borrower or a Restricted Subsidiary; provided any such sales, transfers and dispositions from a Loan Party to a non-Loan Party are in the ordinary course of businessbusiness at prices and on terms and conditions not less favorable to the Company or such non-Loan Party than could be obtained on an arm’s-length basis from unrelated third parties; (c) Dispositions sales, transfers and dispositions to any Unrestricted Subsidiary; provided that such sales, transfers and dispositions are in the ordinary course of equipment or real property business at prices and on terms and conditions not less favorable to the extent that (i) Company or 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 propertyUnrestricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties; (d) Dispositions sales, transfers and other dispositions of property by other assets (other than transfers of less than 100% of the Equity Interests in any Subsidiary to the Company or to a wholly-owned Subsidiary) for fair market value; provided that if (i) the transferor aggregate proceeds from such sales, transfers and other dispositions during any fiscal year shall not exceed the greater of (A) 10% of Consolidated Net Tangible Assets as of the beginning of such property is fiscal year and (B) 10% of Consolidated Net Income of the Company and its Restricted Subsidiaries on a Subsidiary Guarantorconsolidated basis for such fiscal year and (ii) not more than 25% of the aggregate proceeds from such sales, the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) or (i), such Dispositions transfers and other dispositions shall be treated as Investments under such section and such Investments must be permitted thereunderreceived in noncash proceeds during any fiscal year; (e) Dispositions of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of business; (f) Dispositions permitted by Section 7.04; (f) (i) sales, transfers and dispositions of Receivables and Receivables Related Rights pursuant to a Permitted Receivables Sale Transaction and (ii) sales, transfers and dispositions of Receivables and Receivables Related Rights by the Company or any Restricted Subsidiary to a Securitization Entity (and by a Securitization Entity to any other Person) in connection with a Permitted Securitization Transaction; and (g) non-exclusive licenses sales, transfers and dispositions of IP Rights real estate and related improvements in the ordinary course of business connection with a Permitted Sale and substantially consistent with past practice Leaseback Transaction for terms not exceeding five years; (h) Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving the same geographical area), fair market value; provided that (i) the net book value of the assets so Disposed in any transaction or series of related transactions does aggregate proceeds from such sales, transfers and dispositions shall not exceed $50,000,000 over 25,000,000 during the term of this Agreement and (ii) not more than 25% of the aggregate proceeds from any cash paid (such sale, transfer or Indebtedness assumed) disposition shall be received in noncash proceeds. To the extent any Collateral is disposed of as expressly permitted by this Section 7.05 to any Person that is not a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar Loan Documents, and the amount set forth in clause (i)(ii) below; and (i) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided, that (i) the consideration received by the Company or applicable Subsidiary consists of at least 75% cash and (ii) the net book value of the assets to be Disposed, together with the net book value of all other assets Disposed of pursuant to this clause (i), does not exceed $50,000,000 over the term of this Agreement; provided, however, that any Disposition pursuant to clauses (a) through (i) Administrative Agent shall be for fair market valueauthorized to take any actions deemed appropriate in order to effectuate the foregoing.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of unusedobsolete, obsolete or 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 equipment material Intellectual Property or real property of assets relating to the extent metreleptin) for fair market value; provided that (i) such property is exchanged for credit against the purchase price aggregate amount of similar replacement property or 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 proceeds of consideration received for any such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must be an entity received in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereundercash; (e) Dispositions the leasing, as lessor, of accounts receivable real or personal property not presently used or useful in connection with the collection or compromise of such accounts receivable Person’s business and is otherwise in the ordinary course of business; (f) Dispositions permitted by Section 7.04of equipment or other assets, to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment or assets or the proceeds of such Dispositions are reasonably promptly applied to the purchase price of similar replacement equipment, all in the ordinary course of business; (g) non-exclusive licenses Dispositions constituting an Intellectual Property that is not material to the conduct of IP Rights in the ordinary course business of business the Borrower and substantially consistent with past practice for terms not exceeding five yearsits Subsidiaries; (h) Dispositions constituting otherwise permitted by Sections 7.01, 7.02 or 7.03 and Dispositions from any Subsidiary that is not a swap/exchange of assets for similar assets (although Loan Party to any other Subsidiary that is not necessarily serving the same geographical area), provided that (i) the net book value of the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement and (ii) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) belowa Loan Party; and (i) Dispositions any Permitted Licensing Transaction; provided that (A) the 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 Company Borrower of which up to $12,000,000 of such retained proceeds shall be used in accordance with the Certain Proceeds Reinvestment Budget and its Subsidiaries not otherwise permitted under this Section 7.05the 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 (i) in no event shall any of the consideration received proceeds retained by the Company Borrower be used to fund litigation, investigation or applicable Subsidiary consists affirmative claims of at least 75% cash and (ii) any kind against the net book value holders of the assets to be DisposedConvertible Notes or any Lender, together with including challenging the net book value validity or enforceability of all other assets Disposed of pursuant to this clause (i), does not exceed $50,000,000 over the term of this AgreementLoans or the Liens Securing same or the Convertible Notes; provided, howeverfurther, that if Novelion or any Disposition pursuant 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 clauses (a) through (i) 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 for fair market valueapplied to the New Money Loans (it being understood and agreed that any action taken by Novelion in defense of any Subordinated Obligations (as 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 proviso clause). provided that, in the case of Dispositions under Section 7.05(i), the Borrower shall provide prior written notice to the Lenders of any such Disposition, and provided further that the proceeds of any other Dispositions permitted hereunder shall be applied 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 unused, 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; (d) Dispositions of property by any Subsidiary to the Company Borrower or to a wholly-owned Restricted Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) the Borrower or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereundera Guarantor; (e) Dispositions of accounts receivable in connection with the collection permitted by Section 7.01, 7.03, 7.04 or compromise of such accounts receivable in the ordinary course of business7.06; (f) Dispositions permitted by Section 7.04the Borrower and its Restricted Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $75,000,000 from and after the Effective Date; (g) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years; (h) Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving the same geographical area), provided that (i) the net book value of the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement and (ii) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; and (i) Dispositions by the Company Borrower and its Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided, provided that (i) at the consideration received by the Company time of such Disposition, no Default shall exist or applicable Subsidiary consists of at least 75% cash and would result from such Disposition, (ii) the net aggregate book value of the assets to be Disposedall property Disposed of in reliance on this clause (g) shall not exceed, together with the net book amount of Dispositions under Section 7.05(j), the greater of (1) $675,000,000 and (2) 15% of Consolidated Total Assets, (iii) the Borrower or such Restricted Subsidiary shall receive not less than 75% of the consideration from such Disposition in the form of cash or Eligible Securities solely in cash; (h) the Designated Dispositions; (i) 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 (j) Dispositions consisting of the issuance of Equity Interests for fair market value by a Joint Venture Subsidiary; provided that after giving Pro Forma Effect to such issuance or sale (i) no Default or Event of Default shall have occurred and be continuing, (ii) (A) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with all other assets Disposed of the covenants set forth in Section 7.11, 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 Investment and designation had been consummated as of the first day of the fiscal period covered thereby and (B) on a Pro Forma Basis after giving effect to such Investment, designation as a Joint Venture Subsidiary and release of Guaranty, the Consolidated EBITDA attributable to all Restricted Subsidiaries that are not Guarantors (which, for this clause purpose, shall be calculated without giving effect to minority interest ownership by Persons other than the Borrower and its Restricted Subsidiaries) for the four fiscal quarters most recently ended for which financial statements have been delivered pursuant to Section 6.01 shall not exceed 25% of the Consolidated EBITDA for the Borrower and the Restricted Subsidiaries (iwhich, for this purpose, shall be calculated without giving effect to minority interest ownership by Persons other than the Borrower and its Restricted Subsidiaries) for the same period (and the Borrower shall have provided an officers’ certificate to the Administrative Agent demonstrating in reasonable detail compliance with the foregoing); and (iii) the aggregate amount of Dispositions made in reliance on this Section 7.05(j) (other than any issuances of Equity Interests made on a pro rata basis to each Person who owns Equity Interests in a Joint Venture Subsidiary such that the Borrower’s or the applicable Restricted Subsidiary’s percentage ownership in such Joint Venture Subsidiary is not reduced) shall not exceed, together with the amount of Dispositions under Section 7.05(g), does not exceed the greater of (1) $50,000,000 over the term 675,000,000 and (2) 15% of this AgreementConsolidated Total Assets; provided, however, that any Disposition pursuant to clauses (a) through (i) this Section 7.05 shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of unused, 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; (d) Dispositions of property (i) by any Subsidiary to the Company or to a wholly-owned Subsidiary; provided Subsidiary and (ii) that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must would be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) or (i), such Dispositions shall be treated permitted as Investments under such section and such Investments must be permitted thereunderSection 6.02(g) or 6.02(j); (e) Dispositions of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of businesspermitted by Section 6.04; (f) Dispositions permitted by Section 7.04Sale and Leaseback Transactions in an aggregate amount of up to $100,000,000 in sales proceeds during the term of this Agreement, if the gross cash proceeds of any such transaction are at least equal to the fair market value of such property; (g) non-exclusive licenses the Disposition of IP Rights in accounts receivable, lease receivables, other payment obligations and related assets pursuant to the ordinary course of business Receivables Facility and substantially consistent with past practice for terms not exceeding five yearsany other receivables facility permitted by Section 6.03(h)(ii); (h) Dispositions constituting a swap/exchange licenses of assets for similar assets (although not necessarily serving the same geographical area), provided that IP Rights on arm’s length terms; (i) the net book value sale or issuance of the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement and (ii) any cash paid (or Indebtedness assumed) by Subsidiary’s Equity Interests to the Company or any Subsidiary to the extent permitted under Section 6.02(g) or 6.02(j), and any transfer of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) belowEquity Interests of a Foreign Subsidiary from a Domestic Subsidiary to another Foreign Subsidiary; and (ij) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.056.05; provided, provided that (i) at the consideration received by the Company time of such Disposition, no Default shall exist or applicable Subsidiary consists of at least 75% cash and would result from such Disposition, (ii) immediately after giving effect to such Disposition, the net book value Company and its Subsidiaries shall be in pro forma compliance with the financial covenants set forth in Section 6.11, such compliance to be determined on the basis of the assets financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 5.01(a) and (iii) (x) so long as the Company is rated Investment Grade and to the extent such Disposition could not reasonably be Disposedexpected to materially disadvantage the business of the Company and its Subsidiaries, together with taken as a whole, as of the net Effective Date, there shall be no limit on the aggregate book value of all other assets property Disposed of pursuant to in reliance on this clause (ij), does and (y) so long as the Company is not exceed $50,000,000 over rated Investment Grade, such Disposition shall not cause the term aggregate book value of all property Disposed of in reliance on this clause (j) since the date of this AgreementAgreement to exceed 20% of Consolidated Total Assets (measured as of the applicable date of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 5.01(a)); provided, however, that any Disposition pursuant to the preceding clauses (a) through (j) (other than with respect to clauses (d) and (i) and other intercompany transfers (x) from the Company or a Domestic Subsidiary to another Domestic Subsidiary and (y) from a Foreign Subsidiary to the Company or to a Domestic Subsidiary) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of unused, 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; (d) Dispositions of property by any Subsidiary to the Company 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 Subsidiary Guarantor, the transferee thereof must either be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) the Borrower or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereundera Guarantor; (e) Dispositions of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of business; (f) Dispositions permitted by Section 7.04; (gf) Dispositions in the form of non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five (5) years; (g) Dispositions of Government 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 constituting a swap/exchange of assets for similar assets (although not necessarily serving the same geographical area), provided that (i) the net book value of the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement and (ii) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; andCash Equivalents; (i) Dispositions by the Company Borrower and its Subsidiaries not otherwise permitted under this Section 7.05; provided, provided that (i) immediately after giving effect to such Disposition, the consideration received by Borrower and its Subsidiaries shall be in pro forma compliance with all of the Company 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 applicable Subsidiary consists (b) as though such Disposition had occurred as of at least 75% cash and the first day of the fiscal period covered thereby, (ii) the net book value at least 80% of the assets 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 limitation set forth in this subsection (ii) shall not apply to be Disposed, together with any Disposition for which the net book value of all other assets Disposed of pursuant to this clause (i), consideration paid does not exceed $50,000,000 over 15,000,000), and (iii) no Default shall exist or would result from such Disposition; and (j) Dispositions by any Loan Party of any Subsidiary that is not a Loan Party; provided that immediately before and immediately after giving pro forma effect to such Disposition, no Default or Event of Default shall have occurred and be continuing, or be caused thereby, under any of the term of this AgreementLoan Documents; provided, however, that any Disposition pursuant to clauses (a) through (i) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of unused, 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; (d) Dispositions of property by any Subsidiary to 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 an entity in which such the Company or a Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunderGuarantor; (e) Dispositions of accounts receivable in connection with the collection permitted by Sections 7.02, 7.04 or compromise of such accounts receivable in the ordinary course of business7.06; (f) Dispositions of property or assets in an aggregate amount in any fiscal year that, when combined with all other Dispositions previously made under this subsection (f) during such fiscal year (and after giving pro forma effect to such proposed Disposition), do not exceed 12.5% of 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 7.047.07 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) nonthe Company or any Restricted Subsidiary may write-exclusive licenses off, discount, sell or otherwise Dispose of IP Rights defaulted or past due receivables and similar obligations in the ordinary course of business and substantially consistent with past practice for terms not exceeding five yearsas part of an accounts receivable financing transaction; (h) Dispositions to the extent constituting a swap/exchange Disposition, (i) issuances of assets 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 similar assets (although not necessarily serving the same geographical area)benefit of directors, provided that officers, employees or consultants; (i) the net book value 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 assets so Disposed in any transaction business of the Company and its Restricted Subsidiaries, taken as a whole; (l) leases, subleases, licenses or series sublicenses of related transactions does not exceed $50,000,000 over the term of this Agreement and (ii) any cash paid (real or Indebtedness assumed) personal property granted by the Company or any of its Restricted Subsidiaries to others in connection the ordinary course of business not interfering in any material respect with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause business of the Company and its Restricted Subsidiaries, taken as a whole; (i)(iim) below; andtransfers 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) Dispositions 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; 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 made to a Loan Party by a Person that is not otherwise permitted under this Section 7.05; provided, that a Loan Party shall be for no more than fair market value and any Disposition made to an Unrestricted Subsidiary or a Limited Subsidiary shall be for at least fair market value (i) the consideration received determined in good faith by the Company or applicable Subsidiary consists at the time of at least 75% cash and (ii) the net book value of the assets to be Disposed, together with the net book value of all other assets Disposed of pursuant to this clause (isuch Disposition), does not exceed $50,000,000 over the term of this Agreement; provided, however, that any Disposition pursuant to clauses (a) through (i) shall be for fair market value.

Dispositions. Make The Company will not, and will not permit any Disposition or enter into any agreement to Subsidiary to, make any Disposition, except: (a) Dispositions of unused, obsolete or worn out propertyProperty and Dispositions of property no longer used or useful in the conduct of the business of the Company and the Subsidiaries, whether now owned or hereafter acquiredin each case, in the ordinary course of business; (b) Dispositions of inventory and other assets in the ordinary course of business; (c) Dispositions of equipment or real property Property to the extent that (i) such property Property is exchanged for credit against the purchase price of similar replacement property Property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement propertyProperty; (d) Dispositions of property by any Subsidiary Property (i) to the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property Property is a Subsidiary GuarantorLoan Party, the transferee thereof must be an entity in which a Loan Party, (ii) to the extent such Subsidiary Guarantor may make transaction constitutes an Investment pursuant permitted under Section 6.05 and (iii) consisting of Equity Interests of Foreign Subsidiaries to Section 7.02(d), (e) or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunderother Foreign Subsidiaries; (e) Dispositions permitted by Sections 6.03, 6.04 and 6.05 and Liens permitted by Section 6.02 and Dispositions of Receivables and Related Assets in connection with Permitted Receivables Facilities; (f) Dispositions of cash and Cash Equivalents in the ordinary course of business; (g) Dispositions of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of business; (f) Dispositions permitted by Section 7.04; (g) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five yearsthereof; (h) Dispositions constituting a swap/exchange [Reserved]; (i) transfers of assets for similar assets Property to the extent subject to Casualty Events; (although not necessarily serving the same geographical area), j) any Disposition of Property; provided that (i) at the net book value time of the assets so Disposed in such Disposition (other than any transaction such Disposition made pursuant to a legally binding commitment entered into at a time when no Event of Default exists), no Event of Default shall exist or series of related transactions does not exceed $50,000,000 over the term of this Agreement and would result from such Disposition, (ii) at the time of any cash paid (or Indebtedness assumed) by such Disposition, the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; and (i) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided, that (i) the consideration received by the Company or applicable Subsidiary consists of at least 75% cash and (ii) the net book value of the assets to be Disposed, together with the net aggregate book value of all other assets property Disposed of in reliance on this clause (j) (including such Disposition) during any fiscal year of the Company would not exceed the greater of (x) $50,000,000 and (y) 2.0% of Consolidated Total Assets as of the last day of the most recent fiscal year or fiscal quarter for which financial statements of the Company have been delivered pursuant to Section 5.01(a) or 5.01(b); provided that, in addition to such maximum annual amount, Subsidiaries that are not Loan Parties may Dispose of additional assets with an aggregate fair market value (as determined in good faith by the Borrower) not to exceed $100,000,000 in any fiscal year so long as the Net Cash Proceeds of any Disposition pursuant to this proviso are applied within (x) twelve (12) months following receipt of such Net Cash Proceeds or (y) if the Company or a Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve (12) months following receipt thereof, within six (6) months following the last day of such twelve month period to purchase assets used or useful in the business of the Company or a Subsidiary or used to acquire an entity engaged in a Permitted Business and (iv) with respect to any Disposition pursuant to this clause (i)j) for a purchase price in excess of $10,000,000, does the Company or a Subsidiary shall receive not exceed $50,000,000 over less than 75% of such consideration in the term form of this Agreementcash or Cash Equivalents; provided, however, that for the purposes of this clause (iv), each of the following shall be deemed to be cash: (A) any liabilities (as shown on the Company’s or such Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Company or such Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Company and all of the Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Company or such Subsidiary from such transferee that are converted by the Company or such Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) Designated Non-Cash Consideration in an aggregate principal amount outstanding not to exceed $10,000,000 at any time; (k) Dispositions disclosed in writing to the Lenders prior to the Closing Date; provided that the Company or a Subsidiary shall receive not less than 75% of the consideration for any such Disposition in the form of cash or Cash Equivalents; (l) Dispositions of Investments in, and issuances of any Equity Interests 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; (m) any Subsidiary may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; (n) so long as no Event of Default has occurred and is continuing, the Company and its Subsidiaries may transfer inventory in a non-cash or cash transfer to Subsidiaries of the Company in the ordinary course of its business; (o) so long as no Event of Default exists at the time of the respective transfer or immediately after giving effect thereto, Loan Parties shall be permitted to transfer additional assets (other than inventory, cash, Cash Equivalents and Equity Interests in any Loan Party) to other Subsidiaries of the Company, so long as cash in an amount at least equal to the fair market value of the assets so transferred is received by the respective transferor; and (p) the Company and its Subsidiaries may sell or exchange specific items of equipment, in connection with the exchange or acquisition of replacement items of equipment which are useful in a Permitted Business. provided that any Disposition of any Property to the extent classified pursuant to clauses one or more of Sections 6.11(j) and (a) through (ik) shall be for no less than the fair market valuevalue of such Property at the time of such Disposition in the good faith determination of the Company.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of unused, obsolete or worn out property, whether now owned or hereafter acquired, 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 (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned); (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; (d) Dispositions of property by the Borrower to any Subsidiary, or by any Subsidiary to the Company Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is the Borrower or a Subsidiary Guarantor, the transferee thereof must either be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) the Borrower or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereundera Guarantor; (e) Dispositions of accounts receivable in connection with the collection or compromise for purposes of such accounts receivable collection; (f) Dispositions of investment securities and Cash Equivalents in the ordinary course of business; (fg) (A) Dispositions permitted by Section 7.04, (B) Dispositions that constitute Investments permitted by Section 7.02, and (C) Dispositions that constitute Restricted Payments permitted by Section 7.06; (gh) non-exclusive licenses licensing or sublicensing of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five yearson customary terms; (hi) transfers of condemned property as a result of the exercise of “eminent domain” or other similar policies to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), and transfers of property that have been subject to a casualty to the respective insurer of such real property as part of an insurance settlement; (j) Dispositions constituting a swap/exchange by the Borrower and its Subsidiaries of assets property not otherwise permitted under this Section 7.05 (but in any event excluding Receivables Program Assets); provided that (i) at the time of such Disposition and after giving effect thereto, no Default shall exist or would result from such Disposition, (ii) the proceeds of such Disposition are less than the greater of (x) $20,000,000 and (y) 0.75% of Consolidated Total Assets of the Borrower in any fiscal year and the greater of (x) $75,000,000 and (y) 2.75% of Consolidated Total Assets of the Borrower in the aggregate from the Closing Date, (iii) the consideration received for similar assets such property shall be in an amount at least equal to the fair market value thereof, (although not necessarily serving iv) no less than 75% of such consideration shall be paid in cash and (v) the same geographical areaNet Cash Proceeds thereof shall be applied as required by Section 2.05(b)(i)(A); provided, however, that for the purposes of clause (iv), the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or the applicable Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Subsidiary (other than liabilities that are by their terms subordinated to the Obligations) that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of its Subsidiaries shall have been validly released by all applicable creditors in writing and (B) any securities received by the Borrower or the applicable Subsidiary from such transferee that are converted by the Borrower or such Subsidiary 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; (k) Dispositions by the Borrower and its Subsidiaries of property acquired after the Closing Date in Permitted Acquisitions; provided that (i) the net book Borrower identifies any such assets to be divested in reasonable detail in writing to the Administrative Agent on or before the closing date of such Permitted Acquisition, (ii) the fair market value of the assets so Disposed to be divested in connection with any transaction or series of related transactions Permitted Acquisition does not exceed $50,000,000 over an amount equal to fifteen percent (15%) of the term of this Agreement total cash and non-cash consideration for such Permitted Acquisition and (iiiii) any cash paid (or Indebtedness assumed) the Net Cash Proceeds thereof shall be applied as required by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) belowSection 2.05(b)(i)(A); and (il) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05of Receivables Program Assets in connection with a Qualified Receivable Transaction; provided, provided that (i) the consideration received by the Company or applicable Subsidiary consists of for such assets shall be in an amount at least 75% cash and equal to the fair market value thereof, (ii) no less than 75% of such consideration shall be paid in cash, (iii) the net book value Net Cash Proceeds thereof shall be applied as required by Section 2.05(b)(i)(B), (iv) the outstanding amount of Indebtedness in respect of Receivables Program Obligations shall not exceed the maximum amount permitted to be outstanding under Section 7.03(j), (v) the Seller’s Retained Interest and all proceeds thereof shall constitute Collateral (to the extent such interest is required to be Collateral hereunder) and all necessary steps to perfect a security interest in such Seller’s Retained Interest for the benefit of the assets to Secured Parties are taken by the Borrower and its Subsidiaries and (vi) no Default or Event of Default shall have occurred and be Disposed, together with continuing at the net book value of all other assets Disposed of pursuant to this clause (i), does not exceed $50,000,000 over the term of this Agreement; provided, however, that any time such Disposition pursuant to clauses (a) through (i) shall be for fair market value.is made. 113

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of unused, obsolete or worn out propertyassets or assets no longer used or useful to the business in the reasonable business judgment of the Company, 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; (d) Dispositions of property by any Restricted Subsidiary to the Company or to a wholly-owned Restricted Subsidiary; provided that (i) if the transferor of such property is a Subsidiary GuarantorLoan Party, the transferee thereof must either be an entity in which the Company or a Loan Party and (ii) if the transferor of such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d)property is a Loan Party that has Guaranteed the Obligations of the Company, (e) the transferee thereof must either be the Company or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereundera Loan Party that has Guaranteed the Obligations of the Company; (e) Dispositions of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of business; (f) Dispositions permitted by Section 7.04; (gf) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years; (h) Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving the same geographical area), provided that (i) Dispositions of accounts receivable that are at least 180 days past due or are owing from obligors that are the net book value subject of proceedings of the types described in Section 8.01(f) and (ii) Dispositions of accounts receivable (and related assets so Disposed customarily included in any transaction such transactions) in connection with a Qualified Supply Chain Finance Program; provided that in the case of the foregoing clause (ii), the aggregate amount of accounts receivable sold, assigned, conveyed or series of related transactions does otherwise transferred pursuant to the foregoing clause (ii) shall not exceed $50,000,000 over the term at any one time outstanding; (g) Dispositions of this Agreement and (ii) any cash paid (or Indebtedness assumed) non-core assets acquired in a Permitted Acquisition by the Company or any of its Restricted Subsidiaries within 18 months of such Permitted Acquisition; provided that the aggregate book value of all property Disposed of in connection reliance on this clause (g) from the Closing Date through the Termination Date shall not exceed $2,500,000; (h) the Disclosed Asset Sales; provided that (i) at the time of such Disclosed Asset Sale, no Event of Default shall exist or would result from such Disclosed Asset Sale, (ii) each Disclosed Asset Sale shall be for at least 75% cash consideration and (iii) both immediately prior to and after giving effect to such Disclosed Asset Sale the Company shall be in pro forma compliance with such swap/exchange shall reduce dollar-for-dollar the amount financial covenants set forth in clause (i)(ii) belowSection 7.11, which, in each case, shall be certified in writing by the Company to the Administrative Agent prior to such Disclosed Asset Sale; and (i) Dispositions by the Company and its Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided, provided that (i) at the consideration received by the Company time of such Disposition, no Event of Default shall exist or applicable Subsidiary consists of at least 75% cash would result from such Disposition and (ii) the net book value of the assets to be Disposed, together with the net aggregate book value of all other assets property Disposed of pursuant to in reliance on this clause (i), does ) from the Closing Date through the Termination Date shall not exceed $50,000,000 over the term of this Agreement35,000,000; provided, however, that any Disposition pursuant to clauses (a) through (i) above shall be for fair market valuevalue and, in the case of Dispositions pursuant to clause (i) above, shall be for at least 75% cash consideration.

Dispositions. Make No Loan Party nor any Disposition or enter into any agreement to Subsidiary shall make any DispositionDispositions, except: (a) Dispositions of unused, obsolete or worn out property, whether now owned or hereafter acquired, inventory in the ordinary course of business; (b) Dispositions of inventory property (other than Mortgaged Real Property) that is obsolete, surplus, worn out or no longer used in or useful to such Loan Party’s or such Subsidiary’s business, whether now owned or hereafter acquired; (c) the sale of ownership rights in vehicles and equipment upon the termination of operating leases; (d) Sale and Lease-Back Transactions permitted under Section 6.14; (e) Dispositions not otherwise permitted under this Section 6.05 (including Dispositions of any Mortgaged Real Property); provided, that (i) no Default or Event of Default has occurred and is continuing at the time of such Disposition or would result therefrom, (ii) the Borrowers are in pro forma compliance with the financial covenant set forth in Section 6.15 after giving effect to such Disposition, (iii) such Disposition is for Fair Market Value, (iv) at least 75% of the consideration for such Disposition shall be Cash or Cash Equivalents, and (v) the Net Available Proceeds of such Disposition are applied or reinvested in accordance with Section 2.03.4(b); (f) Dispositions of improvements made to leased real property to landlords pursuant to customary terms of leases entered into in the ordinary course of business; (cg) Dispositions of equipment permitted under Section 6.01, Section 6.02, Section 6.04 or real property to the extent that Section 6.07; (h) (i) such the lease, sublease, license or sublicense of any real property is exchanged for credit against (including Mortgaged Real Property) or personal property in the purchase price ordinary course of similar replacement property business or consistent with industry practice and (ii) the proceeds exercise of such Disposition are reasonably promptly applied termination rights with respect to the purchase price any lease, sublease, license or sublicense or other agreement; provided, however that this clause (h) shall not permit any lease, sublease, license or sublicense of such replacement propertyMortgaged Real Property among Loan Parties (which shall be governed by clause (n) below); (di) Dispositions in connection with Casualty Events; (j) the unwinding, termination, settlement or novation of any Swap Agreements or other hedging arrangements; ​ ​ ​ (k) Dispositions of Intellectual Property; (l) Dispositions of property by any Subsidiary to the Company or to a wholly-owned SubsidiarySubsidiary of Holdings; provided provided, that if the transferor of such property is a Subsidiary Borrower or a Guarantor, the transferee thereof must either be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) a Borrower or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereundera Guarantor; (em) Dispositions of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of businesslisted on Schedule 6.05; (fn) Dispositions permitted leases, subleases, licenses or sublicenses of Mortgaged Real Property entered into among Loan Parties; provided that each Borrower, and, by Section 7.04; (g) non-exclusive licenses execution of IP Rights in the ordinary course of business Guaranty and substantially consistent with past practice for terms not exceeding five years; (h) Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving the same geographical area)Security Agreement, provided each Guarantor agrees that (i) its rights as a lessor under such lease (x) are collaterally assigned to the net book value of Administrative Agent as security for the assets so Disposed Obligations and (y) are hereby subordinated in any transaction or series of related transactions does not exceed $50,000,000 over all respects to the term of this Agreement Obligations and (ii) upon the occurrence and during the continuance of an Event of Default hereunder and in exercising its rights and remedies under the Credit Documents, the Administrative Agent may require the termination of such lease and, upon such termination, the lessor shall vacate such Mortgaged Real Property; and (o) Dispositions in any cash paid Fiscal Year of other property, assets (including the Disposition of Equity Interests of its Subsidiaries and Affiliates) or Indebtedness assumed) by the Company businesses of Holdings or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; and (i) Dispositions by the Company and its Subsidiaries not otherwise permitted under by this Section 7.05; provided, that (i) 6.05 so long as the consideration received by Net Available Proceeds from such Disposition in the Company or applicable Subsidiary consists of at least 75% cash and (ii) the net book value of the assets to be Disposed, together with the net book value of all other assets Disposed of pursuant to this clause (i), does aggregate for such Fiscal Year do not exceed $50,000,000 over the term of this Agreement; provided, however, that any Disposition pursuant to clauses (a) through (i) shall be for fair market value5,000,000.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of unused, 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; (d) Dispositions of property by any Subsidiary to the Company any Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) a Borrower or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereundera Guarantor; (e) Dispositions of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of businesspermitted by Section 7.4; (f) Dispositions permitted by Section 7.04; (g) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years; (h) Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving the same geographical area), provided that (i) the net book value of the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement and (ii) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) belowpractice; and (ig) Dispositions by any Borrower and the Company and its Subsidiaries not otherwise permitted under this Section 7.057.5; provided, provided that (i) at the consideration received by the Company time of such Disposition, no Default shall exist or applicable Subsidiary consists of at least 75% cash result from such Disposition and (ii) the net book value of the assets to be Disposed, together with the net book aggregate fair market value of all other assets property Disposed of pursuant to in reliance on this clause (i), does g) during any Fiscal Year shall not exceed $50,000,000 over 10% of Consolidated Total Assets as of the term end of this Agreement; the prior Fiscal Year. provided, however, that any Disposition pursuant to clauses (a) through (ig) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of unusedobsolete, obsolete or 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 Borrower and its Restricted Subsidiaries; (b) Dispositions of inventory and immaterial assets in the ordinary course of business (including allowing any registrations or any applications for registration of any immaterial IP Rights to lapse or go abandoned 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 that is promptly purchased or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement propertyproperty (which replacement property is actually promptly purchased); (d) Dispositions of property by any Subsidiary to the Company Parent Borrower or to a wholly-owned Restricted Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, Loan Party (i) the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d)a Loan Party, (eii) to the extent such transaction constitutes an Investment, such transaction is permitted under Section 7.02, (iii) such Disposition shall consist of the transfer of Equity Interests in or Indebtedness of any Foreign Subsidiary to any other Foreign Subsidiary, or (iiv) such Disposition is of property not related to a Covered Jurisdiction or of any property or assets listed on Schedule 7.05(d), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunder; (e) Dispositions permitted by Section 7.02, Section 7.04 and Section 7.06 and Liens permitted by Section 7.01; (f) Dispositions in the ordinary course of business of Cash Equivalents; (g) leases, subleases, licenses or sublicenses, in each case in the ordinary course of business and which do not materially interfere with the business of the Parent Borrower and its Restricted Subsidiaries, taken as a whole; (h) transfers of property subject to Casualty Events; (i) Dispositions of Investments in JV Entities or non-Wholly-Owned Restricted Subsidiaries; provided that no Dispositions may be made pursuant to this Section 7.05(i) to the extent such JV Entity or non-Wholly-Owned Restricted Subsidiary was, prior to a previous Disposition of Equity Interests in such JV Entity or non-Wholly-Owned Restricted Subsidiary made pursuant to another provision of this Section 7.05, a Wholly-Owned Restricted Subsidiary, and such Dispositions pursuant to such other provision of this Section 7.05 and this Section 7.05(i) were part of a single Disposition or series of related Disposition, other than to the extent required by, or made pursuant to, customary buy/sell arrangements between the parties to such JV Entity or shareholders of such non-Wholly-Owned Restricted Subsidiary set forth in the shareholders agreements, joint venture agreements, organizational documents or similar binding agreements relating to such JV Entity or non-Wholly-Owned Restricted Subsidiary (any such arrangement, a “Buy/Sell Arrangement”) (provided that the Net Cash Proceeds of any Dispositions required by, or made pursuant to, any Buy/Sell Arrangement and not otherwise permitted by this Section 7.05(i) shall be subject to the requirements of Section 2.05(b)(ii)); (j) Dispositions of accounts receivable in the ordinary course of business in connection with the collection or compromise thereof; (k) the unwinding of any Swap Contract pursuant to its terms; (l) Permitted Sale Leasebacks; (m) Dispositions not otherwise permitted pursuant to this Section 7.05; provided that (i) such Disposition shall be for fair market value as reasonably determined by the Parent Borrower in good faith, (ii) if after giving Pro Forma Effect to such Disposition, the First Lien Senior Secured Leverage Ratio (calculated on a Pro Forma Basis) as of the last day of the most recently ended Test Period is greater than 3.50:1.00, with respect to any Disposition pursuant to this clause (m) for a purchase price in excess of $75,000,000, the Parent Borrower or any of its Restricted Subsidiaries shall receive not less than 75.0% of such accounts receivable consideration in the form of cash or Cash Equivalents (provided, however, that for the purposes of this clause (m)(ii), the following shall be deemed to be cash: (A) the assumption by the transferee of Indebtedness or other liabilities contingent or otherwise of the Parent Borrower or any of its Restricted Subsidiaries (other than Subordinated Debt) and the valid release of the Parent Borrower or such Restricted Subsidiary, by all applicable creditors in writing, from all liability on such Indebtedness or other liability in connection with such Disposition, (B) securities, notes or other obligations received by the Parent Borrower or any of its Restricted Subsidiaries from the transferee that are converted by such Parent Borrower or any of its Restricted Subsidiaries into cash or Cash Equivalents within 180 days following the closing of such Disposition, (C) Indebtedness (other than Subordinated Debt) of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Disposition, to the extent that the Parent Borrower and each other Restricted Subsidiary are released from any Guarantee of payment of such Indebtedness in connection with such Disposition and (D) aggregate non-cash consideration received by the Parent Borrower and its Restricted Subsidiaries for all Dispositions under this clause (m) and Section 7.05(t) having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed the greater of (x) $250,000,000 and (y) 15.0% of Consolidated EBITDA of the Parent Borrower for the most recently ended Test Period at any time outstanding (net of any non-cash consideration converted into cash and Cash Equivalents received in respect of any such non-cash consideration)) and (iii) the Parent Borrower or the applicable Restricted Subsidiary complies with the applicable provisions of Section 2.05; (n) the Parent Borrower and its Restricted Subsidiaries may surrender or waive contractual rights and settle or waive contractual or litigation claims in the ordinary course of business; (fo) Dispositions permitted by Section 7.04of non-core or obsolete assets acquired in connection with Permitted Acquisitions; (gp) non-exclusive licenses any swap of IP Rights assets in exchange for services or other assets in the ordinary course of business of comparable or greater fair market value of usefulness to the business of the Parent Borrower and substantially consistent with past practice for terms not exceeding five yearsits Restricted Subsidiaries as a whole, as determined in good faith by the Parent Borrower; (hq) any sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary; (r) Specified Dispositions and transactions entered into to consummate a Permitted Tax Restructuring; (s) Dispositions constituting a swap/exchange for Cash Equivalents (other than in connection with the capitalization of assets for similar assets any special purpose entity used to effect any such Permitted Receivables Financing) of accounts receivable in connection with any Permitted Receivables Financing; (although not necessarily serving the same geographical area), t) Dispositions of real property; provided that (i) the net book value any such Disposition for a purchase price in excess of the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 over shall be for fair market value as reasonably determined by the term of this Agreement and Parent Borrower in good faith, (ii) any cash paid if after giving Pro Forma Effect to such Disposition, the First Lien Senior Secured Leverage Ratio (or Indebtedness assumedcalculated on a Pro Forma Basis) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; and (i) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided, that (i) the consideration received by the Company or applicable Subsidiary consists of at least 75% cash and (ii) the net book value as of the assets last day of the most recently ended Test Period is greater than 3.50:1.00, with respect to be Disposed, together with the net book value of all other assets Disposed of any Disposition pursuant to this clause (i)t)(ii) for a purchase price in excess of $75,000,000, does the Parent Borrower or any of its Restricted Subsidiaries shall receive not exceed $50,000,000 over less than 75.0% of such consideration in the term form of this Agreement; cash or Cash Equivalents (provided, however, that any Disposition pursuant to clauses for the purposes of this clause (a) through (i) t)(ii), the following shall be deemed to be cash: (A) the assumption by the transferee of Indebtedness or other liabilities contingent or otherwise of the Parent Borrower or any of its Restricted Subsidiaries (other than Subordinated Debt) and the valid release of the Parent Borrower or such Restricted Subsidiary, by all applicable creditors in writing, from all liability on such Indebtedness or other liability in connection with such Disposition, (B) securities, notes or other obligations received by the Parent Borrower or any of its Restricted Subsidiaries from the transferee that are converted by such Parent Borrower or any of its Restricted Subsidiaries into cash or Cash Equivalents within 180 days following the closing of such Disposition, (C) Indebtedness (other than Subordinated Debt) of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Disposition, to the extent that the Parent Borrower and each other Restricted Subsidiary are released from any Guarantee of payment of such Indebtedness in connection with such Disposition and (D) aggregate non-cash consideration received by the Parent Borrower and its Restricted Subsidiaries for all Dispositions under this clause (t) and Section 7.05(m) having an aggregate fair market valuevalue (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed the greater of (x) $250,000,000 and (y) 15.0% of Consolidated EBITDA of the Parent Borrower as of the last day of the most recently ended Test Period at any time outstanding (net of any non-cash consideration converted into cash and Cash Equivalents received in respect of any such non-cash consideration)) and (iii) the Parent Borrower or the applicable Restricted Subsidiary complies with the applicable provisions of Section 2.05; and (u) sales, transfers, leases or other dispositions of restaurants and related assets (other than real property) to Franchisees or Restricted Subsidiaries that within 180 days become Franchisees, including through the sale of Equity Interests of Persons owning such assets. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than the Parent Borrower or any Subsidiary Guarantor, such Collateral shall be sold free and clear of the Liens created by the Loan Documents and, if requested by the Administrative Agent, upon the certification by the Parent Borrower that such Disposition is permitted by this Agreement, the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take and shall 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) the Company and any Subsidiary may Dispose of (i) obsolete or surplus equipment and vehicles, (ii) inventory and other assets in the ordinary course of business and (iii) Permitted Investments; (b) the Company and any Subsidiary make Dispositions of unusedother assets (other than accounts receivable) for fair value, obsolete provided that: (i) with respect to any Disposition pursuant to this clause (b) for a purchase price in excess of $50,000,000, the Company or worn out a Subsidiary shall receive not less than 75% of such consideration in the form of cash or Permitted Investments; provided that any liabilities of the Company or such Subsidiary (as shown on the Company’s or such Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) that are assumed by the transferee with respect to the applicable Disposition and for which the Company and all of the Subsidiaries shall have been validly released by all applicable creditors in writing shall be deemed to be cash under this clause (i); (ii) with respect to any such Disposition (or series of related Dispositions), the Company shall be in compliance, on a pro forma basis after giving effect to such Disposition, with the covenant set forth in Section 7.11, as such covenant is recomputed as at the last day of the most recently ended test period under such Section as if such Disposition had occurred on the first day of such test period; (iii) the amount of any such Disposition under this Section 7.05(b) shall not exceed $100,000,000 in the aggregate with all other Dispositions made after the date hereof under this Section 7.05(b); and (iv) immediately prior to the occurrence of and after giving effect to any such Disposition, no Default or Event of Default shall have occurred and be continuing. (c) any Subsidiary may make Dispositions of assets to the Company or to any Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee must either be the Company or a Subsidiary Guarantor; and provided, further, that with respect to any such Dispositions to Subsidiaries that are not Subsidiary Guarantors by a Subsidiary Guarantor: (i) such Disposition shall be for fair value; and (ii) immediately prior to the occurrence of and after giving effect to any such Disposition, no Default or Event of Default shall have occurred and be continuing; (d) the Company and any Subsidiary may effect any transaction permitted by Section 7.02, 7.04(a), (b), (c) or (d), or 7.06; (e) the Company and any of its Subsidiaries may Dispose of, sell or discount without recourse in a manner consistent with past practices accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (f) the Company and any of its Subsidiaries may lease, sublease, license or sublicense (on a non-exclusive basis with respect to any intellectual property) real, whether now owned personal or hereafter acquired, intellectual property in the ordinary course of business; (bg) 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; (d) Dispositions of property by any Subsidiary to the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunder; (e) Dispositions of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of business; (f) Dispositions permitted by Section 7.04; (g) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years;and (h) Dispositions constituting a swapof Investments in joint ventures to the extent required by, or made pursuant to customary buy/exchange of assets for similar assets (although not necessarily serving sell arrangements between, the same geographical area), provided that (i) the net book value of the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement and (ii) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount joint venture parties set forth in clause (i)(ii) below; and (i) Dispositions by the Company joint venture arrangements and its Subsidiaries not otherwise permitted under this Section 7.05; provided, that (i) the consideration received by the Company or applicable Subsidiary consists of at least 75% cash and (ii) the net book value of the assets to be Disposed, together with the net book value of all other assets Disposed of pursuant to this clause (i), does not exceed $50,000,000 over the term of this Agreement; provided, however, that any Disposition pursuant to clauses (a) through (i) shall be for fair market valuesimilar binding arrangements.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of unusedobsolete, obsolete damaged, uneconomic or worn out propertymachinery, parts, property or equipment, or property or equipment no longer used or useful, in the conduct of its business, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory in the ordinary course of business; (c) the Borrower or any Subsidiary may Dispose of owned or leased vehicles in the ordinary course of business; (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; (de) Dispositions of property by any Subsidiary to the Company Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) the Borrower or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunder; (e) Dispositions of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of businessa Guarantor; (f) Dispositions Dispositions, mergers and consolidations permitted by Section 7.04; (g) 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 Borrower or any Subsidiary, taken as a whole; (h) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five yearspractice; (hi) one-time Dispositions of the properties currently located at, or comprising, the Borrower’s Broomfield, Colorado facility for fair market value, not to exceed $5,000,000 in the aggregate for all such Dispositions; (j) Dispositions constituting a swap/exchange of assets real property owned in fee by the Borrower and its Subsidiaries for similar assets (although fair market value not necessarily serving the same geographical area), provided that (i) the net book value of the assets so Disposed in any transaction or series of related transactions does not to exceed $50,000,000 over 15,000,000 in the term of this Agreement and (ii) any cash paid (or Indebtedness assumed) by aggregate for all such Dispositions from the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) belowClosing Date; and (ik) Dispositions by the Company Borrower and its Subsidiaries not otherwise permitted under this Section 7.05; provided, provided that (i) at the consideration received by the Company time of such Disposition, no Default or applicable Subsidiary consists Event of at least 75% cash and Default shall exist or would result from such Disposition, (ii) the net book value of the assets to be Disposed, together with the net aggregate book value of all other assets property Disposed of pursuant to in reliance on this clause (i), does j) in any Fiscal Year shall not exceed $50,000,000 over the term of this Agreement; provided5,000,000, however, that and (iii) any Disposition pursuant to clauses (a) through (i) such Dispositions shall be for fair market value.

Dispositions. Make The Borrower shall not, nor shall it permit any Disposition Restricted Subsidiary to, directly or enter into any agreement to indirectly, make any Disposition, except: (a) (i) Dispositions (including abandonment) of unused, obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; , (bii) Dispositions (including abandonment) in the ordinary course of business of surplus property or property no longer used or useful in the conduct of the business of the Borrower or any of the Restricted Subsidiaries, (iii) Dispositions of inventory immaterial assets (considered in the aggregate) in the ordinary course of business and (iv) Dispositions to landlords of improvements made to leased real property pursuant to customary terms of leases entered into in the ordinary course of business; (cb) Dispositions of equipment or real property to the extent that (i) such property or an interest therein 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, or (iii) such property is swapped in exchange for services or other assets of comparable or greater value or usefulness to the business of the Borrower and the Subsidiaries as whole, as determined in good faith by the management of the Borrower; (dc) Dispositions of property by any Subsidiary to the Company Borrower or to a wholly-owned any Restricted Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, Loan Party (i) the transferee thereof must be an entity in which a Loan Party and if such Subsidiary Guarantor may make an Investment pursuant property constitutes Collateral, it shall continue to Section 7.02(d), (e) constitute Collateral after such Disposition or (i)ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02; (d) Dispositions shall be treated as Investments under such section of cash and such Investments must be permitted thereunderCash Equivalents; (e) leases, subleases, licenses, sublicenses (including the provision of software under an open source license) or any abandonment thereof, in each case (i) in the ordinary course of business and (ii) without interfering in any material respect with the business of the Borrower or any of its Restricted Subsidiaries; (f) transfers of property subject to Casualty Events upon the receipt (where practical) of the Net Proceeds of such Casualty Event; (g) Dispositions (including write-offs, discounts, and compromises in clause (b) above) or discounts without recourse of accounts receivable and related assets in connection with the compromise or collection or compromise of such accounts receivable thereof in the ordinary course of business; (f) Dispositions permitted by Section 7.04; (g) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years; (h) Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving the same geographical area), provided that (i) the net book value of the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement and (ii) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; and[reserved]; (i) [reserved]; (j) Dispositions by of Investments in joint ventures or other non-wholly owned Subsidiaries to the Company extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and its Subsidiaries similar binding arrangements; (k) the unwinding of any Swap Contract or cash management agreement; (l) Dispositions of property not otherwise permitted under this Section 7.05; provided, provided that (i) at the consideration received by the Company 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 exists), no Event of Default shall exist or applicable Subsidiary consists of at least 75% cash and would result from such Disposition, (ii) any prepayment required to be made in connection with the net book value receipt of Net Proceeds in respect of such Disposition pursuant to Section 2.13 shall be made in accordance therewith, (iii) the Borrower or any of the assets to be DisposedRestricted Subsidiaries shall receive not less than 75% of the consideration for such Disposition in the form of cash or Cash Equivalents (in each case, together with the net book value free and clear of all Liens at the time received, other assets Disposed of pursuant to this clause than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Section 7.01(a), (c), (d), (f), (i), does (j), (k), (l), (o), (p), (v), (w), (z), (aa), (bb), (cc) and (ee), (iv) any portion of the consideration for such Disposition that is not in the form of cash or Cash Equivalents shall become Collateral, (v) this Section 7.05(l) shall not permit the Disposition of all or substantially all of the assets of the Borrower and its Subsidiaries (taken as a whole), and (vi) from and after the Amendment No. 3 Effective Date (A) no Dispositions shall be permitted under this Section 7.05(l) except for Dispositions of Specified Amendment No. 3 Real Properties to the extent (x) the buyer therefor is a bona fide third party and (y) the Disposition of such Real Property shall be made for gross consideration not less than the amount specified for such Specified Amendment No. 3 Real Properties to or by the Required Lenders (as applicable) as of the Amendment No. 3 Effective Date (subject in each case, to customary purchase price adjustments and working capital adjustments) and (B) 100% of the Net Proceeds of each Disposition permitted under the foregoing clause (vi)(A) shall be applied to the prepayment of the Term Loans in accordance with Section 2.13(a)(ii) without giving effect to any thresholds or reinvestment rights; (m) the Disposition of an account receivable in connection with the collection or compromise thereof in the ordinary course of business or consistent with past practice; (n) [reserved]; (o) dispositions from and after the Restatement Effective Date of non-core or obsolete assets acquired in connection with any Permitted Acquisition or other permitted Investments; provided that, from and after the Amendment No. 3 Effective Date, no Dispositions shall be permitted under this clause (o); (p) the incurrence of Xxxxx permitted hereunder; (q) sales or dispositions of Equity Interests of any Subsidiary (other than the Borrower) in order to qualify members of the governing body of such Subsidiary if required by applicable law; (r) [reserved]; (s) Restricted Payments made pursuant to Section 7.06; (t) Sale and Leaseback Transactions in an aggregate principal amount not to exceed $50,000,000 over 25,000,000 during the term of this Agreement; providedprovided that, howeverfrom and after the Amendment No. 3 Effective Date, this clause (t) shall be unavailable for use under this Agreement and the dollar-amount specified in the clause (t) shall be $0; and (u) other Dispositions consented to by the Required Lenders in their sole discretion. provided that any Disposition of any property pursuant to clauses this Section 7.05 (a) through except pursuant to Sections 7.05(a), (c), (e), (f), (g), (i), (j), (k), (m), (n), (o), (p), (q), (r) and (s) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market valuevalue of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be automatically sold free and clear of the Liens created by the Loan Documents, and, if requested by the Borrower, upon the certification delivered to the Administrative Agent by the Borrower that such Disposition is permitted by this Agreement, the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take, and shall take, any actions reasonably requested by the Borrower in order to effect the foregoing (at the Borrower’s expense) and/or to expressly subordinate any Lien in favor of the Collateral Agent on such Collateral that is disposed of. Notwithstanding anything herein to the contrary in this Agreement, (i) as of and after the Amendment No. 3 Effective Date, the Borrower shall not, nor shall it permit any Restricted Subsidiary to, directly or indirectly, make any Disposition of Real Property (other than (a) Dispositions of Specified Amendment No. 3 Real Properties pursuant to Section 7.05(l), (b) leases of Real Property entered into in the ordinary course of business (excluding Sale and Leaseback Transactions) and (c) transfers of property subject to condemnation and Casualty Events), (ii) after the Amendment No. 2 Effective Date, the Borrower shall not, nor shall it permit any Restricted Subsidiary to, Dispose of Specified Rolling Stock with an aggregate fair market value in excess of $5,000,000 in any fiscal year without the prior consent of the Required Lenders, (iii) any Disposition of Rolling Stock shall be for no less than the fair market value of such property at the time of such Disposition, and (iv) during the Specified Rolling Stock Prepayment Period, all Net Proceeds from any Disposition of Specified Rolling Stock in excess of the Specified Rolling Stock Reinvestment Threshold in any fiscal year shall be applied to prepay the Term Loans in accordance with Section 2.13(a)(ii).

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions in the ordinary course of unused, business (including Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, surplus property no longer required or useful in the business or operations of the Borrower or any of its Subsidiaries); (b) Dispositions of assets and businesses specified on Schedule 5.07; (c) Dispositions of Investments in Cash Equivalents in the ordinary course of business; (bd) Dispositions of inventory assets which individually or in the aggregate are less than 20% of the Consolidated Tangible Net Assets as of the Effective Date and for which no less than 80% of the proceeds received therefor are in cash or Cash Equivalents; (e) Dispositions constituting a Lien permitted pursuant to Section 6.01; (f) the sale or issuance of any Subsidiary’s Equity Interests to the Borrower; (g) Dispositions of assets in connection with any transaction permitted by Section 6.04; (h) assignments and licenses of intellectual property or other intangibles of the Borrower Group Members in the ordinary course of business; (ci) Dispositions any Disposition of any asset or interest therein in exchange for utility plant, equipment or real property other utility assets (other than notes or other obligations) in each case equal to the extent that fair market value (ias determined in good faith by the Borrower) 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; (d) Dispositions of property by any Subsidiary to the Company asset or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunder; (e) Dispositions of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of business; (f) Dispositions permitted by Section 7.04; (g) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years; (h) Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving the same geographical area), provided that (i) the net book value of the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement and (ii) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; and (i) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided, that (i) the consideration received by the Company or applicable Subsidiary consists of at least 75% cash and (ii) the net book value of the assets to be Disposed, together with the net book value of all other assets Disposed of pursuant to this clause (i), does not exceed $50,000,000 over the term of this Agreementinterest therein; provided, however, that the fair market value of any Disposition pursuant to clauses (a) through such assets or interests Disposed of under this paragraph (i) shall be not exceed $10,000,000 in the aggregate in any fiscal year; (j) [reserved]; (k) [reserved]; and (l) the sale, assignment or other transfer of accounts receivable or other rights to payment pursuant to any Receivables Facility. In the case of any of the foregoing Dispositions, the Borrower and the Subsidiaries are in compliance, on a pro forma basis after giving effect to such Disposition with the covenant contained in Section 6.09 recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for fair market valuewhich financial statements are available, as if such Disposition (and any related repayment of Indebtedness) had occurred on the first day of each relevant period for testing such compliance and, if the Net Cash Proceeds in respect of such Disposition under clause (b), (d) or (j) of this Section 6.02 exceeds 5% of total assets of the Borrower and its Subsidiaries on a consolidated basis as set forth on the most recent financial statements delivered pursuant to Section 4.01(c) and 5.01(a), the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer of the Borrower to such effect, together with all relevant financial information, statements and projections requested by the Administrative Agent.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of unused, 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 propertyproperty used in any Global Line of Business; (d) Dispositions of property by any Subsidiary asset not otherwise provided for in clause (c) above to the Company or 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 wholly-owned Subsidiary; provided that if the transferor portion of such property sales price is being paid in the form of a Subsidiary Guarantor, the transferee thereof must be an entity in seller note which such Subsidiary Guarantor may make an Investment is permitted pursuant to Section 7.02(d7.02(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 126 ‌ DB3/ 201344542.8 ​ ​ ​ 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 (evi) or to the extent any such asset sold is the type of assets which would be eligible to be included in the Borrowing Base (ian "Eligible Borrowing Base Asset"), immediately upon giving effect to such Dispositions shall sale, the Borrowers provide written notice to the Administrative Agent setting forth (1) a listing of the Eligible Borrowing Base Assets to be treated 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 Investments under a result of such section sale from the Borrowing Base Report most recently delivered; and (3) a certification that such Investments must be sale is a Disposition permitted thereunderpursuant to this Section 7.05(d); (e) Dispositions of accounts receivable in connection with the collection property by any Subsidiary or compromise a Borrower to a Borrower or Dispositions of such accounts receivable in the ordinary course of businessproperty by any Subsidiary which is not a Borrower to another Subsidiary which is a Guarantor; (f) Dispositions permitted by Section 7.04; (g) non-exclusive licenses Dispositions by a Loan Party of IP Rights Subject Natural Gas Receivables to a Subject Utility solely in the ordinary course of business and substantially consistent connection with past practice for terms not exceeding five yearsa Natural Gas Transaction; (h) Dispositions constituting consisting of arrangements whereby a swap/exchange 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 assets for similar assets (although not necessarily serving the same geographical area)Business, provided that (i) the net book aggregate value of the assets so Disposed all such property disposed of in any transaction or series of related transactions does such manner shall not exceed $50,000,000 100,000,000 over the term life of this Agreement and (ii) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) belowAgreement; and (i) Dispositions by of Accounts Receivable to an AR Buyer to the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided, extent that (i) the consideration received by the Company no Default or applicable Subsidiary consists Event of at least 75% cash Default has occurred and is continuing or would exist after giving effect to any such Disposition; (ii) such Accounts Receivable are sold for cash; (iii) the net 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 face amount of such Account Receivable); (iv) such Account Receivable shall be sold pursuant to 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 Disposedsubject to an Receivables Intercreditor Agreement (which, together if required by the Administrative Agent, shall be entered into prior to any sale being made); (v) the Loan Parties have complied with the net book value notice requirement set forth in Section 6.02 hereof; (vi) neither the AR Buyer nor the Administrative Agent has delivered any notice of a termination event under the terms of the Receivables Intercreditor Agreement; (vii) the aggregate amount of the Open Receivables Amount (after giving effect to all other assets Disposed of pursuant to this clause (i), does sales) shall not exceed $50,000,000 over 75,000,000 at any time; and (viii) the term of this Agreementcash proceeds received from the applicable Loan Party in connection with such sale shall be used to immediately repay any outstanding WC Loans (such Dispositions made in compliance with the terms hereof being hereinafter referred to as a "Permitted Receivable Sale"); 127 ‌ DB3/ 201344542.8 ​ ​ ​ provided, however, that any Disposition pursuant to clauses (a) through (ih) 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 unusedobsolete, obsolete used, surplus or worn out property, whether now owned or hereafter acquiredacquired and Dispositions of property (other than real property) no longer used or useful in the conduct of the business of Holdings and its Restricted Subsidiaries, 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; (d) Dispositions of property by Holdings or any Restricted Subsidiary to the Company Borrower or any other Restricted Subsidiary (including any such Disposition effected pursuant to a wholly-owned Subsidiarymerger, liquidation or dissolution permitted by Section 7.04); provided that that, if the transferor of such property is a Subsidiary GuarantorLoan Party, then (i) the transferee thereof must either be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), a Loan Party (eother than Holdings) or (i), ii) such Dispositions shall be treated as Investments transaction is an Investment permitted under Section 7.02 and any Indebtedness corresponding to such section and such Investments Investment must be permitted thereunderby Section 7.03; (e) Dispositions of Cash Equivalents; (f) Dispositions of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of business; (f) Dispositions permitted by Section 7.04; (g) non-exclusive licenses of IP Rights thereof in the ordinary course of business (it being understood that this clause (f) shall not permit Dispositions of accounts receivable through factoring or accounts receivables financing programs); (g) leases, subleases, licenses or sublicenses of property in the ordinary course of business that (A) do not interfere in any material respect with the business of any Restricted Subsidiary (B) could not, individually or in the aggregate, materially and substantially consistent with past practice for terms adversely affect the value of the subject property or materially impair its use in the operation of the business of Holdings or any Restricted Subsidiary or (C) do not exceeding five yearssecure any Indebtedness of any Restricted Subsidiary and so long as such leases, licenses, subleases or sublicenses are expressly subject and subordinate to the Obligations; (h) transfers of property subject to Casualty Events upon receipt of the Net Cash Proceeds of such Casualty Event; (i) Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving the same geographical area), property by any Restricted Subsidiary; provided that (i) at the net book value time of the assets so Disposed in any transaction such Disposition, no Default or series Event of related transactions does not exceed $50,000,000 over the term of this Agreement and Default shall have occurred or be continuing or would therefrom, (ii) with respect to any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; and (i) Dispositions by the Company and its Subsidiaries not otherwise permitted under Disposition pursuant to this Section 7.057.05(i) for a purchase price in excess of $5,000,000, the applicable Restricted Subsidiary 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 at the time received); provided, that and (iiii) the consideration received by the Company or applicable Subsidiary consists of at least 75% cash and (ii) the net book value Consolidated EBITDA of the assets to be DisposedRestricted Subsidiaries generated by, together or associated with the net book value of all other assets such property Disposed of pursuant to this Section 7.05(i) in any Fiscal Year of the Borrower shall not exceed 10% of Consolidated EBITDA of Holdings and its Restricted Subsidiaries for the Fiscal Year of the Borrower most recently ended prior to the date of such Disposition; (j) Dispositions of Investments in Joint Ventures set forth on Schedule 7.02(p), to the extent required by, or made pursuant to buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements, in each case, as in effect on the Closing Date; (k) Dispositions in the ordinary course of business consisting of the abandonment of IP Rights which, in the reasonable good faith determination of any Restricted Subsidiary, are uneconomical, negligible, obsolete or otherwise not material in the conduct of the business of Holdings or any Restricted Subsidiary (it being understood and agreed that no Material Intellectual Property may be Disposed of in reliance on this clause (ik)); (l) Dispositions of Equity Interests in Dormant Subsidiaries; provided that at the time of such Disposition, does not exceed $50,000,000 over no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (m) Dispositions consisting of a Sale Leaseback Transaction if the term of this Agreement; provided, however, Indebtedness resulting or evidenced therefrom is permitted by Section 7.03. provided that any Disposition of any property pursuant to clauses this Section 7.05 (aexcept pursuant to Section 7.05(d), 7.05(f), 7.05(h), 7.05(j), 7.05(k) through (i) and Section 7.05(l)), shall be for fair market valueno less than the Fair Market Value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent is hereby authorized by the Lenders to take any actions deemed appropriate in order to effect the foregoing.

Dispositions. Make Neither the Lead Borrower nor any of its Restricted Subsidiaries shall, directly or indirectly, make any Disposition or enter into any agreement to make any Disposition, except: : (a) (x) Dispositions of unusedobsolete, obsolete worn out, used or worn out surplus property, whether now owned or hereafter acquired, in the ordinary course of business; business and Dispositions of property no longer used or useful in the conduct of the business of the Borrowers or any of their Restricted Subsidiaries and (by) Dispositions to landlords of inventory improvements made to leased real property pursuant to customary terms of leases entered into in the ordinary course of business; ; (b) Dispositions of inventory, goods held for sale in the ordinary course of business and immaterial assets in the ordinary course of business (including allowing any issuances, registrations or any applications for registration of any intellectual property to lapse or become abandoned 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; ; (d) Dispositions of property by any Subsidiary to the Company Lead Borrower or to a wholly-owned any Restricted Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, Loan Party (i) the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) a Loan Party or (i)ii) if such transaction constitutes an Investment, such Dispositions shall be treated as Investments under such section and such Investments Investment must be a Restricted Investment permitted thereunder; by Section 7.06 or a Permitted Investment; (e) Dispositions that are permitted by Section 7.04 (other than Section 7.04(g)) or otherwise constitute a Restricted Payment permitted by Section 7.06 or a Permitted Investment (other than a Permitted Investment pursuant to clause (d) or (y) of the definition thereof) and Liens permitted by Section 7.01 (other than Section 7.01(m)); (f) Dispositions of cash and Cash Equivalents; (g) (i) leases, subleases, licenses or sublicenses (including the provision of software or the licensing of other intellectual property rights) and termination thereof, in each case in the ordinary course of business and which do not materially interfere with the business of the Borrowers and the Restricted Subsidiaries taken as a whole and (ii) Dispositions of intellectual property that are not material to the business of the Borrowers and the Restricted Subsidiaries; (h) transfers of property subject to Casualty Events; (i) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection or compromise of such accounts receivable thereof in the ordinary course of business; ; (fj) Dispositions permitted by Section 7.04; of property pursuant to sale-leaseback transactions; provided that the fair market value of all property so Disposed of after the Closing Date shall not exceed the greater of $60,000,000 and 2.50% of Total Assets, as determined at the time of such Disposition; (gk) non-exclusive licenses any sale of IP Rights in Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary; (l) so long as the ordinary course of business and substantially consistent with past practice for terms not exceeding five years; Lead Borrower or a Restricted Subsidiary receives at least fair market value therefor (h) Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving the same geographical areataking into account any Securitization Seller’s Retained Interest), provided that (i) the net book value any sale of the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement and (ii) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries Securitization Assets in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) belowa Permitted Securitization; and (i) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided, that (i) the consideration received by the Company or applicable Subsidiary consists of at least 75% cash and (ii) the net book value of the assets to be Disposed, together with the net book value of all other assets Disposed of pursuant to this clause (i), does not exceed $50,000,000 over the term of this Agreement; provided, however, that any Disposition pursuant to clauses (a) through (i) shall be for fair market value.156

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 unused, 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; property within one hundred eighty (d180) Dispositions of property by any Subsidiary to the Company or to a wholly-owned Subsidiarydays; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant (j) subject to Section 7.02(d)6.7 of this Agreement, dispositions resulting from casualty events; (e) or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunder; (e) Dispositions of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of business; (f) Dispositions permitted by Section 7.04; (gk) non-exclusive licenses of IP Rights 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 Permitted Commercialization Arrangement Vehicle) that are approved by the Board and which would not result in a legal transfer of title of the ordinary course of business and substantially consistent with past practice for terms not exceeding five years; (h) Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving the same geographical area), provided licensed property but that may be exclusive (i) the net book value in respects other than territory (such as field of the assets so Disposed in any transaction use or series of related transactions does not exceed $50,000,000 over the term of this Agreement scope) and (ii) as to territory, only as to discrete areas outside of the United States; provided that any cash paid such license of such Intellectual Property covering the Product may be exclusive only as to territory and only as to discrete areas outside of the United States; (m) exclusive and non-exclusive licenses covering nCounter Elements or Indebtedness assumeddiagnostic gene content other than for nCounter-based Prosigna™ Breast Cancer Prognostic Gene Signature Assay; (n) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; and (i) Dispositions by the Company and its Subsidiaries not otherwise transaction permitted under this Section 7.057.3; provided, that and (io) the consideration received by the Company or applicable Subsidiary consists disposition of at least 75% cash and other property in aggregate amount not to exceed Two Hundred Fifty Thousand Dollars (ii$250,000) the net book value of the assets to be Disposed, together with the net book value of all other assets Disposed of pursuant to this clause (i), does not exceed $50,000,000 over the term of this Agreement; provided, however, that in any Disposition pursuant to clauses (a) through (i) shall be for fair market valuesingle year.

Dispositions. Make Neither the Lead Borrower nor any of its Restricted Subsidiaries shall, directly or indirectly, make any Disposition or enter into any agreement to make any Disposition, except: (a) (x) Dispositions of unusedobsolete, obsolete worn out, used or worn out surplus property, whether now owned or hereafter acquired, in the ordinary course of business; business and Dispositions of property no longer used or useful in the conduct of the business of the Borrowers or any of their Restricted Subsidiaries and (by) Dispositions to landlords of inventory improvements made to leased real property pursuant to customary terms of leases entered into in the ordinary course of business; (b) Dispositions of inventory, goods held for sale in the ordinary course of business and immaterial assets in the ordinary course of business (including allowing any issuances, registrations or any applications for registration of any intellectual property to lapse or become abandoned 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; (d) Dispositions of property by any Subsidiary to the Company Lead Borrower or to a wholly-owned any Restricted Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, Loan Party (i) the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) a Loan Party or (i)ii) if such transaction constitutes an Investment, such Dispositions shall be treated as Investments under such section and such Investments Investment must be a Restricted Investment permitted thereunder; by Section 7.06 or a Permitted Investment; (e) Dispositions of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of business; (f) Dispositions that are permitted by Section 7.04; 7.04 (gother than Section 7.04(g)) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years; or otherwise constitute a Restricted Payment permitted by Section 7.06 or a Permitted Investment (hother than a Permitted Investment pursuant to clause (d) Dispositions constituting a swap/exchange of assets for similar assets or (although not necessarily serving the same geographical area), provided that (iy) the net book value of the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement definition thereof) and Liens permitted by Section 7.01 (ii) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; and (i) Dispositions by the Company and its Subsidiaries not otherwise permitted under this other than Section 7.05; provided, that (i) the consideration received by the Company or applicable Subsidiary consists of at least 75% cash and (ii) the net book value of the assets to be Disposed, together with the net book value of all other assets Disposed of pursuant to this clause (i7.01(m), does not exceed $50,000,000 over the term of this Agreement; provided, however, that any Disposition pursuant to clauses (a) through (i) shall be for fair market value.);

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of unused, obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions sale of inventory in the ordinary course of business for fair consideration; (b) the sale or disposition of machinery and equipment no longer used or useful in the conduct of such Person's business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged a Permitted Receivables Financing as provided 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 propertyin Section 8.01(f); (d) in the case of Sale and Leaseback Transactions, Dispositions of property by any Subsidiary to the Company or to a wholly-owned Subsidiary; provided that (i) if the transferor of such property subject lease is a Subsidiary Guarantorcapital lease under GAAP, the transferee thereof must transaction shall be permitted under Section 8.01(e) and (ii) if the subject lease is an entity in which such Subsidiary Guarantor may make an Investment pursuant operating lease under GAAP, the sum of Indebtedness under capital leases, Synthetic Leases and purchase money obligations incurred to Section 7.02(dprovide all or a portion of the purchase price (or cost of construction or acquisition), (e) or (iin each case for capital assets, plus the Attributed Principal Amount of Sale and Leaseback Transactions not otherwise included in the foregoing Indebtedness shall not exceed the amount referenced in Section 8.01(e), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunder; (e) Dispositions from a Credit Party to any other Credit Party, and Dispositions from a member of accounts receivable in connection with the collection or compromise Consolidated Group that is not a Credit Party to any other member of such accounts receivable in the ordinary course of businessConsolidated Group; (f) Dispositions permitted by Section 7.04; from a Credit Party to any other member of the Consolidated Group that is not a Credit Party if (gi) non-exclusive licenses such Disposition consists of IP Rights inventory that is sold in the ordinary course of business and substantially consistent with past practice or (ii) such Dispositions are for terms not exceeding five years;fair consideration; and (hg) Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving the same geographical area)otherwise permitted under this Section, provided that (i) the net aggregate book value of the assets property so Disposed sold or otherwise disposed of under this clause (g) in any transaction or series of related transactions does given fiscal year shall not exceed $50,000,000 over an amount equal to 5% of Consolidated Net Worth as of the term end of this Agreement and the fiscal year immediately preceding the date of determination, (ii) any cash paid no Default or Event of Default shall then exist or would result therefrom after giving effect thereto on a Pro Forma Basis and (or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; and (i) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided, that (iiii) the consideration received by the Company or applicable Subsidiary consists of at least 75% cash and (ii) the net book value of the assets to Net Cash Proceeds therefrom shall be Disposed, together applied in accordance with the net book value provisions of all other assets Disposed of pursuant to this clause (iSection 2.06(c), does not exceed $50,000,000 over the term of this Agreement; provided, however, that any Disposition pursuant to clauses (a) through (i) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to GPB Prime and its Subsidiaries shall not make any DispositionDispositions, except: (a) Dispositions of unused(i) assets in the ordinary course of business and (ii) Motor Vehicles (subject, obsolete or in the case of Motor Vehicles in respect of which a Floor Plan Committed Loan remains outstanding, to the required pay-down of the Floor Plan Facility); (b) Dispositions of property that is obsolete, worn out propertyor no longer used in or useful to such Loan Party’s or such Subsidiary’s 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 similar replacement property; (d) the sale of residual ownership rights in vehicles (other than Motor Vehicles which are Inventory) and equipment upon the termination of operating leases; (e) Permitted Real Estate Sales; (f) [reserved]; (g) Dispositions of chattel paper, Accounts arising from the wholesale of parts and accessories, and retail sales contracts, in each case in arms-length transactions for fair value in the ordinary course of business of the Floor Plan Borrowers; (h) Dispositions not otherwise permitted under this Section 6.05; provided, that (i) no Event of Default has occurred and is continuing at the time of such Disposition or would result therefrom, (ii) the Borrowers are in pro forma compliance with the financial covenants set forth in Section 6.15 after giving effect to such Disposition, (iii) such Disposition is for Fair Market Value and (iv) the Net Available Proceeds of such Disposition are applied or reinvested in accordance with Section 2.03.4(b); (i) [reserved]; (j) Dispositions of improvements made to leased real property to landlords pursuant to customary terms of leases entered into in the ordinary course of business; (k) Dispositions permitted under Section 6.01, 6.02, 6.04 or 6.07; (i) the lease, assignment or sublease, license or sublicense of any real property or personal property (x) in the ordinary course of business or consistent with industry practice or (y) by a Loan Party or Subsidiary to a Loan Party or Subsidiary and (ii) the exercise of termination rights with respect to any lease, sublease, license or sublicense or other agreement; (m) Dispositions in connection with Casualty Events; provided, that the Net Available Proceeds of such Disposition are applied or reinvested in accordance with Section 2.03.4(b); (n) the unwinding of any Swap Agreements or other hedging arrangements; (o) the lapse or abandonment of intellectual property rights in the ordinary course of business or consistent with industry practice, which in the reasonable good faith determination of the Borrower Representative, are not material to the conduct of the business of the Borrowers and their Subsidiaries taken as a whole; (p) Dispositions of property by any Subsidiary to the Company a Loan Party or to a wholly-owned SubsidiarySubsidiary of GPB Prime; provided provided, that if the transferor of such property is a Subsidiary Borrower or a Guarantor, the transferee thereof must either be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) a Borrower or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereundera Guarantor; (eq) Dispositions of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of businesslisted on Schedule 6.05; (fr) Dispositions permitted by Section 7.04; (g) non-exclusive licenses the licensing or sublicensing of IP Rights intellectual property or other general intangibles in the ordinary course of business and substantially or consistent with past practice for terms not exceeding five years; (h) Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving the same geographical area), provided that (i) the net book value of the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement and (ii) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) belowindustry practice; and (i) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided, that (is) the consideration received issuance of directors’ qualifying shares and shares of Capital Stock of Foreign Subsidiaries issued to foreign nationals as required by the Company or applicable Subsidiary consists of at least 75% cash and (ii) the net book value of the assets to be Disposed, together with the net book value of all other assets Disposed of pursuant to this clause (i), does not exceed $50,000,000 over the term of this Agreement; provided, however, that any Disposition pursuant to clauses (a) through (i) shall be for fair market valueLaw.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of unused, 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; (d) Dispositions of property by any Subsidiary to the Company Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (eh) or (i), such Dispositions shall be treated as Investments under such section Section and such Investments must be permitted thereunder; (e) Dispositions of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of business; (f) Dispositions permitted by Section 7.04; (g) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years; (h) Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving the same geographical area), provided that (i) the net book value of the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 over during the term 12-month period ending on the date of this Agreement the last such Disposition and (ii) any cash paid (or Indebtedness assumed) by the Company Borrower or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; and (i) Dispositions by the Company Borrower and its Subsidiaries not otherwise permitted under this Section 7.05; provided, that (i) the consideration received by the Company Borrower or applicable Subsidiary consists of at least 75% cash and (ii) the net book value of the assets to be Disposed, together with the net book value of all other assets Disposed of pursuant to this clause (i), does not exceed $50,000,000 over 100,000,000 during the term 12-month period ending on the date of this Agreementthe last such Disposition; provided, however, that any Disposition pursuant to clauses (a) through (i) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of unused, 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; (df) Dispositions of real property by any Subsidiary to the Company or to a wholly-owned SubsidiaryBorrower which is not otherwise permitted under clause (b) above, together with related incidental personal property; provided that if (i) at the transferor time of such property is a Subsidiary GuarantorDisposition, the transferee thereof must be an entity in which no Default shall exist or would result from such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d)Disposition, (eii) or the aggregate book value of all such property Disposed of in reliance on this clause (i), f) in any fiscal year shall not exceed $10,000,000 and (iii) the purchase price for such Dispositions property shall be treated as Investments under paid to such section Borrower in cash (and such Investments must be any Disposition Note permitted thereunderby Section 7.03(l)); (eg) 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 accounts receivable in connection with the collection or compromise of such accounts receivable Equity Interests in the ordinary course Partnership by the General Partner, to the extent required under the terms of businessthe Partnership Agreement or any employee benefit plan of a Credit Party; (fi) Dispositions constituting Permitted Liens or permitted by Section 7.04; (gj) nonDispositions of property (real or personal), so long as (i) no Default then exists or would result therefrom, (ii) each such sale is in an arm’s-exclusive licenses length transaction and the 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 IP Rights the 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 and substantially consistent with past practice for terms not exceeding five years; (h) Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving business. To the same geographical area), provided that (i) extent the net book value of Required Lenders waive the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 over the term provisions of this Agreement and (ii) Section 7.05 with respect to any cash paid (or Indebtedness assumed) by the Company Disposition of Collateral, or any Collateral is Disposed of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; and (i) Dispositions as permitted by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided, that such Collateral (i) the consideration received by the Company or applicable Subsidiary consists of at least 75% cash and (ii) the net book value of the assets unless transferred to be Disposed, together with the net book value of all other assets Disposed of pursuant to this clause (i), does not exceed $50,000,000 over the term of this Agreement; provided, however, that any Disposition pursuant to clauses (a) through (ia 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 unused, 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 propertyproperty within 180 days of such Disposition; (d) Dispositions of property by any Subsidiary to the Company Borrower or to a wholly-owned Subsidiary; provided that that, if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunderanother Loan Party; (e) Dispositions of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of business; (f) Dispositions permitted by Section 7.04; (f) Dispositions of Subsidiaries of the Borrower that are not Loan Parties or assets or lines of business comprising campus locations, so long as no Default has occurred and is continuing or would result therefrom; (g) non-exclusive licenses Dispositions of IP Rights Eligible Student Accounts Receivable at par and paid for in cash and Cash Equivalents; 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 ordinary course of business and substantially consistent with past practice for terms not exceeding five years;aggregate, exceed $50,000,000 in any fiscal year; and (h) Dispositions constituting a swap/exchange of assets for similar assets (although any other Disposition not necessarily serving the same geographical area), provided that 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, (ii) the net book value of the assets so Disposed of as permitted by this Section 7.05(h) shall not, in any transaction or series the aggregate, exceed ten percent (10%) of related transactions does not exceed $50,000,000 over the term total assets of this Agreement the Borrower and its Subsidiaries, (iii) such Disposition is for fair market value, and (iiiv) any cash not less than seventy-five percent (75%) of the aggregate sales price from such Disposition shall be paid (or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; and (i) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided, that (i) the consideration received by the Company or applicable Subsidiary consists of at least 75% cash and (ii) the net book value of the assets to be Disposed, together with the net book value of all other assets Disposed of pursuant to this clause (i), does not exceed $50,000,000 over the term of this AgreementCash Equivalents; provided, however, that any Disposition pursuant to clauses (a) through (ih) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of unusedobsolete, obsolete surplus or worn out property, whether now owned or hereafter acquired, in the ordinary course of businessbusiness and Dispositions of property no longer used, useful or economically practicable to maintain in the conduct of the business of the Borrower and the Restricted Subsidiaries (including allowing any registrations or any applications for registration of any intellectual property to lapse or go abandoned); (b) Dispositions of inventory (i) inventory, (ii) goods held for sale and (iii) any other immaterial asset; provided that the Fair Market Value of immaterial assets disposed of pursuant to this Section 7.05(b)(iii) shall not exceed $7,500,000 in the ordinary course of businessany fiscal year; (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) an amount equal to the net proceeds of such Disposition are reasonably is promptly applied to the purchase price of such replacement property; (d) (A) Dispositions of property permitted by any Subsidiary to the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary GuarantorSection 7.04, the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to (B) Investments permitted by Section 7.02(d7.02 (other than Section 7.02(e)), (eC) or Restricted Payments permitted by Section 7.06 and (i), such Dispositions shall be treated as Investments under such section and such Investments must be D) Liens permitted thereunderby Section 7.01; (e) Dispositions by the Borrower or any Restricted Subsidiary of property pursuant to sale-leaseback transactions (other than the Arbor Plant Disposition); provided that (i) the Fair Market Value of all property so Disposed of shall not exceed $50,000,000 from and after the Closing Date and (ii) the purchase price for such property shall be paid to the Borrower or such Restricted Subsidiary, as applicable, for not less than 75% cash consideration; (f) Dispositions of cash and Cash Equivalents; (g) Dispositions of accounts receivable in connection with the collection or compromise thereof; (h) Licensing or sublicensing (or other grants of such accounts receivable rights to use or exploit) of IP Rights in the ordinary course of business; (fi) Dispositions permitted sales, Disposition or contributions of property (including IP Rights) (A) between Loan Parties, (B) between Restricted Subsidiaries (other than Loan Parties), (C) by Section 7.04Restricted Subsidiaries that are not Loan Parties to the Loan Parties or (D) by Loan Parties to any Restricted Subsidiary that is not a Loan Party; provided that (1) the portion (if any) of any such Disposition made for less than Fair Market Value and (2) any noncash consideration received in exchange for any such Disposition, shall in each case constitute an Investment in such Restricted Subsidiary; (gj) non-exclusive licenses leases, subleases, licenses, sublicenses (or other grants of IP Rights rights to use or exploit), occupancy agreements or assignment of property in the ordinary course of business and substantially consistent which does not interfere in any material respect with past practice for terms not exceeding five yearsthe business of the Borrower or any Restricted Subsidiary; (hk) Dispositions constituting a swap/exchange transfers of assets for similar assets property subject to Casualty Events; (although not necessarily serving the same geographical area), provided that (il) the net book sale or issuance of any Restricted Subsidiary’s Equity Interests to the Borrower or any Guarantor; (m) the transfer for fair value of the assets so Disposed in any transaction or series property (including Equity Interests of related transactions does not exceed $50,000,000 over the term of this Agreement and (iiSubsidiaries) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries to another Person in connection with a joint venture arrangement with respect to the transferred property; provided that such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause transfer is permitted under Section 7.02(k), (i)(iip) below; andor (t); (in) the unwinding of Swap Contracts permitted hereunder pursuant to their terms; (o) transfers of condemned property as a result of the exercise of “eminent domain” or other similar powers to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), and transfers of property arising from foreclosure or similar action or that have been subject to a casualty to the respective insurer of such real property as part of an insurance settlement; (p) any Disposition of any asset between or among the Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to this Section 7.05; (q) Dispositions by the Company and its Subsidiaries Borrower or any Restricted Subsidiary not otherwise permitted under this Section 7.05; provided, provided that (i) at the consideration received by the Company time of such Disposition, no Event of Default shall exist or applicable Subsidiary consists of would result from such Disposition, (ii) at least 75% of the purchase price for such property in excess of $10,000,000 shall be paid to the Borrower or such Restricted Subsidiary, as applicable, in the form of cash or Cash Equivalents; provided, however, that for the purposes of this clause (q)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Obligations) that are assumed by the transferee with respect to the applicable Disposition, (B) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received in the conversion) within 180 days following the closing of the applicable Disposition; and (iiC) the net book value any Designated Non-Cash Consideration in respect of the assets to be Disposedsuch Disposition having an aggregate Fair Market Value, taken together with the net book value Designated Non-Cash Consideration in respect of all other assets Disposed Dispositions, not in excess of the greater of $100,000,000 and 2.0% of Consolidated Total Assets (with the Fair Market Value of each item of Designated Non-Cash Consideration being measured as of the time received) and (iii) the Net Cash Proceeds received by the Borrower or a Restricted Subsidiary from Dispositions made pursuant to this clause (q) are applied to prepay Loans to the extent required by Section 2.05(b)(ii); (r) the Disposition of any Unrestricted Subsidiary; (s) the purchase and sale or other transfer, in each case for cash, of Permitted Receivables Financing Assets (including by capital contribution) to a Securitization Subsidiary; (t) the Disposition of Equity Interests in HVCC; provided that the Borrower, continues to own and control, directly or indirectly, Equity Interests equal to at least 51% of HVCC at all times; (u) the Disposition of Receivables and any Related Security and Other Factoring Assets in any Permitted Factoring Program or the Disposition of Receivables, any Related Security or Other Securitization Assets in connection with any Permitted Receivables Financing so long as (i)) such assets are not included in Collateral, does (ii) such Disposition is for cash at Fair Market Value and on a non-recourse basis by non-Loan Parties and (iii) the book value of all such Receivables, Related Security, Other Factoring Assets and Other Securitization Assets subject to the Permitted Factoring Program and/or Permitted Receivables Financing at any one time do not exceed $50,000,000 over 100,000,000 (without regard to adverse changes in the term exchange rate) in the aggregate; (v) Dispositions of this AgreementInvestments (including Equity Interests) in Joint Ventures (other than HVCC) 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; (w) Dispositions of Acquired Non-Core Assets in an aggregate amount not to exceed $50,000,000; (x) the Arbor Plant Disposition; (y) Dispositions of Accounts (as defined in the Uniform Commercial Code) in connection with the compromise, write-down or collection thereof in the ordinary course of business and consistent with past practice; (z) Dispositions in respect of Permitted Restructuring Transactions (other than the Arbor Plant Disposition); (aa) Dispositions of Equity Interests to directors where required by applicable Law or to satisfy other requirements of applicable Law with respect to the ownership of Equity Interests of Foreign Subsidiaries; provided, however, that any Disposition of any property pursuant to clauses Section 7.05(q), (at), (w) through or (ix) shall be for fair market valueno less than the Fair Market Value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent is authorized to, and, upon request, shall, take any actions necessary or 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 unused, 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 propertyproperty within 180 days of such Disposition; (d) Dispositions of property by any Subsidiary to the Company Borrower or to a wholly-owned wholly‑owned Subsidiary; provided that that, if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunderanother Loan Party; (e) Dispositions of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of business; (f) Dispositions permitted by Section 7.04; (f) Dispositions of Subsidiaries of the Borrower that are not Loan Parties or assets or lines of business comprising campus locations, so long as no Default has occurred and is continuing or would result therefrom; (g) non-exclusive licenses Dispositions of IP Rights Eligible Student Accounts Receivable at par and paid for in cash and Cash Equivalents; 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 ordinary course of business and substantially consistent with past practice for terms not exceeding five years;aggregate, exceed $50,000,000 in any fiscal year; and (h) Dispositions constituting a swap/exchange of assets for similar assets (although any other Disposition not necessarily serving the same geographical area), provided that 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, (ii) the net book value of the assets so Disposed of as permitted by this Section 7.05(h) shall not, in any transaction or series the aggregate, exceed ten percent (10%) of related transactions does not exceed $50,000,000 over the term total assets of this Agreement and (ii) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; and (i) Dispositions by the Company Borrower and its Subsidiaries not otherwise permitted under this Section 7.05; providedSubsidiaries, that (iiii) the consideration received by the Company or applicable Subsidiary consists of at least 75% cash and (ii) the net book value of the assets to be Disposed, together with the net book value of all other assets Disposed of pursuant to this clause (i), does not exceed $50,000,000 over the term of this Agreement; provided, however, that any such Disposition pursuant to clauses (a) through (i) shall be is for fair market value., and (iv) not less than seventy-five percent (75%) of the aggregate sales price from such Disposition shall be paid in cash and Cash Equivalents;

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of unusedobsolete, obsolete or 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 Borrower and its Restricted Subsidiaries; (b) Dispositions of inventory and immaterial assets in the ordinary course of business (including allowing any registrations or any applications for registration of any immaterial IP Rights to lapse or go abandoned 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 that is promptly purchased or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement propertyproperty (which replacement property is actually promptly purchased); (d) Dispositions of property by any Subsidiary to the Company Parent Borrower or to a wholly-owned Restricted Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, Loan Party (i) the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d)a Loan Party, (eii) to the extent such transaction constitutes an Investment, such transaction is permitted under Section 7.02, (iii) such Disposition shall consist of the transfer of Equity Interests in or Indebtedness of any Foreign Subsidiary to any other Foreign Subsidiary, or (iiv) such Disposition is of property not related to a Covered Jurisdiction or of any property or assets listed on Schedule 7.05(d), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunder; (e) Dispositions permitted by Section 7.02, Section 7.04 and Section 7.06 and Liens permitted by Section 7.01; (f) Dispositions in the ordinary course of business of Cash Equivalents; (g) leases, subleases, licenses or sublicenses, in each case in the ordinary course of business and which do not materially interfere with the business of the Parent Borrower and its Restricted Subsidiaries, taken as a whole; (h) transfers of property subject to Casualty Events; (i) Dispositions of Investments in JV Entities or non-Wholly-Owned Restricted Subsidiaries; provided that no Dispositions may be made pursuant to this Section 7.05(i) to the extent such JV Entity or non-Wholly-Owned Restricted Subsidiary was, prior to a previous Disposition of Equity Interests in such JV Entity or non-Wholly-Owned Restricted Subsidiary made pursuant to another provision of this Section 7.05, a Wholly-Owned Restricted Subsidiary, and such Dispositions pursuant to such other provision of this Section 7.05 and this Section 7.05(i) were part of a single Disposition or series of related Disposition, other than to the extent required by, or made pursuant to, customary buy/sell arrangements between the parties to such JV Entity or shareholders of such non-Wholly-Owned Restricted Subsidiary set forth in the shareholders agreements, joint venture agreements, organizational documents or similar binding agreements relating to such JV Entity or non-Wholly-Owned Restricted Subsidiary (any such arrangement, a “Buy/Sell Arrangement”) (provided that the Net Cash Proceeds of any Dispositions required by, or made pursuant to, any Buy/Sell Arrangement and not otherwise permitted by this Section 7.05(i) shall be subject to the requirements of Section 2.05(b)(ii)); (j) Dispositions of accounts receivable in the ordinary course of business in connection with the collection or compromise of such accounts receivable in the ordinary course of businessthereof; (f) Dispositions permitted by Section 7.04; (g) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years; (h) Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving the same geographical area), provided that (ik) the net book value unwinding of the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement and (ii) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; and (i) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided, that (i) the consideration received by the Company or applicable Subsidiary consists of at least 75% cash and (ii) the net book value of the assets to be Disposed, together with the net book value of all other assets Disposed of Swap Contract pursuant to this clause its terms; (i), does not exceed $50,000,000 over the term of this Agreement; provided, however, that any Disposition pursuant to clauses (al) through (i) shall be for fair market value.Permitted Sale Leasebacks;

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of unused, 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; (d) Dispositions of property by any Subsidiary to the Company DeVry or to a wholly-owned Subsidiary; provided that if the transferor of such property is DeVry or a Subsidiary U.S. Guarantor, the transferee thereof must either be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) DeVry or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereundera U.S. Guarantor; (e) Dispositions of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of businesspermitted by Section 7.4(b); (f) Dispositions permitted by Section 7.04; (g) nonNon-exclusive licenses of IP Rights (i) in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years, or (ii) by any Subsidiary to DeVry or any other Subsidiary; (g) [reserved]; and (h) Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving the same geographical area), provided that (i) the net book value of the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement and (ii) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; and (i) Dispositions by the Company DeVry and its Subsidiaries not otherwise permitted under this Section 7.057.5; provided, provided that (i) at the consideration received by the Company time of such Disposition, no Default shall exist or applicable Subsidiary consists of at least 75% cash and would result from such Disposition, (ii) the net book value of the assets to be Disposed, together with the aggregate net book value of all other assets property Disposed of pursuant to in reliance on this clause (i), does h) from the Closing Date shall not exceed $50,000,000 over 100,000,000 in the term of this Agreementaggregate, and (iii) immediately before and after giving effect to such Disposition, the financial tests set forth in Section 7.15, determined on a pro forma basis, shall not exceed the limits specified in Section 7.15; provided, however, that any Disposition pursuant to clauses (a), (b), (c), (f)(i) through and (ih) shall be for fair market value. Notwithstanding the foregoing, prior to the Disposition (including by way of a merger or consolidation), 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 assumed by DeVry.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of unused, 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 propertyproperty or other property useful in the business of the Borrower and/or any Subsidiary; (d) Dispositions of property by any Subsidiary to the Company Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunder; (e) Dispositions of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of businesspermitted by Section 7.04; (f) Dispositions permitted by Section 7.04the Borrower and its Subsidiaries of property pursuant to sale-leaseback transactions; (g) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five yearspractice; (h) Dispositions constituting a swap/exchange of any assets for similar assets (although not necessarily serving the same geographical area), provided that (i) the net book value of the assets so Disposed acquired in any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement and (ii) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) belowPermitted Acquisition; and (i) Dispositions by the Company Borrower and its Subsidiaries not otherwise permitted under this Section 7.05; provided, provided that (i) at the consideration received by the Company time of such Disposition, no Default shall exist or applicable Subsidiary consists of at least 75% cash would result from such Disposition and (ii) the net book value of Borrower shall demonstrate to the assets to Administrative Agent that the Borrower will be Disposed, together in pro forma compliance with the net book value of all other assets Disposed of pursuant financial covenants set forth in Section 7.11 after giving effect to this clause (i), does not exceed $50,000,000 over the term of this Agreementsuch Disposition; provided, however, that any Disposition pursuant to clauses (ac), (e), (f), (g), (h) through and (i) shall be for fair market valuevalue (which may determined by the Disinterested Directors (as defined in Section 7.8 below) of the Board of Directors in good faith (which determination shall be conclusive).

Dispositions. Make Neither the Company nor any Restricted Subsidiary shall, nor permit any Restricted Subsidiary to, make any Disposition or enter into any agreement to make any Disposition, Disposition except: (a) Dispositions of unused, obsolete to Excluded Subsidiaries by the Company or worn out property, whether now owned or hereafter acquired, any Guarantor in the ordinary course of businessbusiness for the purposes of maintenance, repair or replacement of operating assets; provided that the aggregate amount of all such Dispositions, when combined with the aggregate amount of (i) Indebtedness incurred by any Arena Subsidiary pursuant to Section 7.14(i) and (ii) Investments made in reliance on clause (a) of Section 7.17, does not exceed $50,000,000; (b) Dispositions of inventory between and among the Company and any Subsidiary; provided that, (i) if the transferor in such a transaction is a Loan Party, then either (A) the ordinary course of businesstransferee must a Loan Party or (B) such Disposition shall be treated as an Investment and such Investment must be a permitted Investment in accordance with Section 7.17 and (ii) to the extent constituting a Disposition to a Subsidiary that is not a Loan Party, such Disposition is for fair value and otherwise permitted by Section 7.17; (c) Dispositions any Disposition that results in the concurrent or substantially concurrent repayment in full and termination 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 propertythis Credit Agreement; (d) Dispositions of property by any Subsidiary to the Company or to a wholly-owned Subsidiaryother Dispositions; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunder; (e) Dispositions of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of business; (f) Dispositions permitted by Section 7.04; (g) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years; (h) Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving the same geographical area), provided that (i) the net book value of Company and the assets so Disposed Restricted Subsidiaries are in any transaction or series of related transactions does not exceed $50,000,000 over pro forma compliance with the term of this Agreement Financial Covenant, both immediately before and immediately after giving effect to such Disposition, (ii) any cash paid no Default shall have occurred and be continuing both immediately before and immediately after giving effect to such Disposition and (or Indebtedness assumediii) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; and (i) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided, that (i) the consideration received by the Company or applicable Subsidiary consists of at least 75% cash and (ii) the net book value of the assets to aggregate consideration for such Disposition shall be Disposed, together with the net book value of all other assets Disposed of pursuant to this clause (i), does not exceed $50,000,000 over the term of this Agreementpaid in cash or Cash Equivalents; provided, however, that any Disposition pursuant to clauses (a) through (ithis Section 7.24(d) shall be for fair market value and shall be subject to the requirements of Section 2.05(b); provided, further that, for purposes of this provision, each of the following shall be deemed to be cash: (i) (A) instruments, notes, securities or other obligations received by the Company or such Restricted Subsidiary from the purchaser that within 180 days of the closing is converted by the Company or such Restricted Subsidiary to cash or Cash Equivalents, to the extent of the cash or Cash Equivalents actually so received and (B) any cash payments received with respect to instruments, notes, securities or other obligations referred to in clause (A) immediately above within 180 days of such Disposition; (ii) the assumption by the purchaser of Indebtedness or other obligations or liabilities (as shown on the Company’s most recent balance sheet or in the footnotes thereto) of the Company or a Restricted Subsidiary pursuant to operation of law or a customary novation or assumption agreement; and (iii) any Designated Non-Cash Consideration received by the Company or such Restricted Subsidiary in the Disposition, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed $25,000,000 at the time of receipt of such outstanding Designated Non-Cash Consideration (with the fair market value (as reasonably determined by the Company in good faith) of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (e) any Disposition of the Specified Investments; (f) any Disposition of Securitization Assets to a special purpose securitization vehicle (or similar entity); provided, that such Disposition shall be for no less than the fair market value of such property at the time of such Disposition; (g) Dispositions (other than of any interest in the Arena) to the extent of any exchange of like property (excluding any boot thereon permitted by such provision) for use in any business conducted by the Company or any of the Restricted Subsidiaries to the extent allowable under Section 1031 of the Code (or comparable or successor provision) or to the extent of any conversion allowable under Section 1033 of the Code (or comparable or successor provision); and (h) Dispositions of property consisting of Events of Loss.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) (w) Dispositions of unusedobsolete, obsolete worn out, used or worn out surplus property, whether now owned or hereafter acquired, in the ordinary course of business; , (bx) Dispositions of inventory property no longer used or useful in the conduct of the business of the Borrower and the Restricted Subsidiaries and (y) Dispositions to landlords of improvements made to leased real property pursuant to customary terms of leases entered into in the ordinary course of business; (b) Dispositions of inventory and goods held for sale in the Ordinary Course of Business 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 applied to the purchase price of such replacement property; provided that to the extent the property being transferred constitutes Term Priority Collateral, such replacement property shall constitute Term Priority Collateral; (d) Dispositions of property by any Subsidiary to the Company Borrower or to a wholly-owned Restricted Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, Loan Party (i) the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) a Loan Party or (i), ii) such Dispositions shall be treated as Investments under such section and such Investments Investment must be a permitted thereunderInvestment in a Restricted Subsidiary that is not a Loan Party in accordance with Section 9.2 (other than Section 9.2(e)); (e) Dispositions permitted by Sections 9.2 (other than Section 9.2(e)), 9.4 (other than Section 9.4(h)) and 9.6 (other Section 9.6(d)) and Liens permitted by Section 9.1 (other than Section 9.1(m)(ii)); (f) Dispositions of property (other than Current Asset Collateral) pursuant to Sale-Leasebacks; (g) Dispositions of Cash Equivalents; (i) leases, subleases, licenses, cross-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 and (ii) Dispositions of intellectual property that are not material to the business of the Borrower or any Restricted Subsidiary; (i) Dispositions of property (other than Current Asset Collateral) subject to Casualty Events (as such term is defined in the Term Facility Credit Agreement); (j) Dispositions of property not otherwise permitted under this Section 9.5; provided that (i) 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 Default exists), no Default shall exist would result from such Disposition, (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $20,000,000, 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 at the time received, other than Liens permitted by Section 9.1); provided, however, that for the purposes of this clause (ii), (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that (I) are assumed by the transferee with respect to the applicable Disposition, or (II) are otherwise cancelled or terminated in connection with the transaction and such transferee (other than intercompany debt owed to the Borrower or its Restricted Subsidiaries) and, in each case, for which the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities, notes or other obligations or assets received by the Borrower or the applicable 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 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 the greater of $50,000,000 and 20% of Adjusted EBITDA 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, shall be deemed to be cash and (iii) Excess Availability is not less than zero after giving effect to such Disposition; (k) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements, provided that no disposition of Eligible Accounts shall be permitted pursuant to this clause (k) unless the Borrower shall have (i) delivered to the Administrative Agent written notice of such disposition in reasonable detail and (ii) if requested by the Administrative Agent, delivered to the Administrative Agent an updated Borrowing Base Certificate; (l) Dispositions or discounts without recourse of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of businessthereof; (fm) Dispositions permitted by Section 7.04any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; (gn) non-exclusive licenses to the extent allowable under Section 1031 of IP Rights the Code (or comparable or successor provision), any exchange of like property (excluding any boot thereon permitted by such provision) for use in any business conducted by the ordinary course Borrower or any of business its Restricted Subsidiaries that is not in contravention of Section 9.7; provided that to the extent the property being transferred constitutes Current Asset Collateral, such replacement property shall constitute Current Asset Collateral; provided further that (x) such Disposition shall not be permitted, if at the time of or as a result of such Disposition, a Cash Dominion Period shall exist or would exist after the passage of the five (5) consecutive Business Days immediately succeeding such Disposition and substantially consistent with past practice for terms not exceeding five years(y) if the aggregate fair market value of the property subject to any such Disposition exceeds the greater of $10,000,000 and 7.5% of Adjusted EBITDA, the Borrower shall promptly deliver to the Administrative Agent an updated Borrowing Base Certificate giving Pro Forma Effect to such Disposition and shall permit the Administrative Agent to conduct a field exam and inventory appraisal (each at the Borrower’s sole cost and expense); (ho) Dispositions constituting a swap/exchange the unwinding of any Swap Contract; (p) sales or other dispositions by the Borrower or any Restricted Subsidiary of assets for similar assets in connection with the closing or sale of a Store (although not necessarily serving including a factory Store) in the same geographical area)Ordinary Course of Business of the Borrower and its Subsidiaries, which consist of leasehold interests in the premises of such Store, the equipment and fixtures located at such premises and the books and records relating exclusively and directly to the operations of such Store; provided that as to each and all such sales and closings, (iA) the net book value no Event of Default shall result therefrom and (B) such sale shall be on commercially reasonable prices and terms in a bona fide arm’s length transaction; (q) bulk sales or other Dispositions of the assets so Disposed inventory of a Loan Party not in the Ordinary Course of Business in connection with Store closings, at arm’s length; provided that such store closures and related Inventory dispositions shall not exceed in any transaction or series of related transactions does not transactions, ten percent (10%) of the number of the Loan Parties’ stores as of the date of such bulk sale or other Disposition, unless the Borrower shall have delivered to the Administrative Agent an updated Borrowing Base Certificate; provided further that when such store closures first exceed $50,000,000 over fifteen percent (15%) in the term aggregate during any twelve-month period of this Agreement the number of the Loan Parties’ stores in existence at the beginning of such period (net of new store openings), the Borrower (x) shall have delivered immediately prior to such event written notice of such Disposition in reasonable detail and (iiy) if requested by the Administrative Agent, shall permit an updated Inventory appraisal in form and detail and from an appraiser reasonably satisfactory to the Administrative Agent; provided further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required in accordance with Section 2.9 hereof; (r) any cash paid Disposition of Securitization Assets to a Securitization Subsidiary; (s) the lapse or Indebtedness assumedabandonment in the Ordinary Course of Business of any registrations or applications for registration of any immaterial IP Rights; (t) by the Company or any Dispositions of its Subsidiaries non-core assets acquired in connection with Permitted Acquisitions taking place following the Effective Date; provided, that the Payment Conditions are satisfied after giving effect thereto; (u) any swap of assets in exchange for services or other assets in the ordinary course of business of comparable or greater value or usefulness to the business of the Borrower and its Restricted Subsidiaries as a whole, as determined in good faith by the management of the Borrower; (v) Dispositions by any Loan Party to any wholly owned Restricted Subsidiary of the type described in clauses (b), (c) and (d) of the definition of “Excluded Subsidiary” to the extent consisting of contributions or other Dispositions of Equity Interests in other Subsidiaries of the type described in clauses (b), (c) and (d) of the definition of “Excluded Subsidiary” to such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) belowwholly owned Restricted Subsidiary; and (iw) Dispositions by in the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided, that (i) the consideration received by the Company or applicable Subsidiary consists of at least 75% cash and (ii) the net book value of the assets to be Disposed, together with the net book value of all other assets Disposed of aggregate pursuant to this clause (w) not to exceed the greater of $10,000,000 and 5% of Adjusted EBITDA as determined at the time of such Disposition; provided that in the case of a Disposition of Current Asset Collateral pursuant to this clause (w), Excess Availability is not less than zero after giving effect to such Disposition. provided that any Disposition of any property pursuant to this Section 9.5 (except pursuant to Sections 9.5 (a), (d), (e), (h), (i), does not exceed $50,000,000 over (k), (l), (o), (s) and (v) and except for Dispositions from the term of this Agreement; providedBorrower or a Restricted Subsidiary that is a Loan Party to the Borrower or a Restricted Subsidiary that is a Loan Party), however, that any Disposition pursuant to clauses (a) through (i) shall be for no less than the fair market valuevalue of such property at the 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 9.5 to any Person other than Holdings, the Borrower or any Restricted Subsidiary, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing. If any Current Asset Collateral the fair market value of which is in excess of the greater of $10,000,000 and 7.5% of Adjusted EBITDA is Disposed of outside the Ordinary Course of Business or, if, at the time of or as a result of such Disposition, a Cash Dominion Period shall exist, the Borrower shall promptly deliver to the Administrative Agent an updated Borrowing Base Certificate giving Pro Forma Effect to such Disposition; provided that nothing herein shall be deemed to permit any Disposition that is not otherwise permitted under Section 9.5 or waive any other requirement in respect of the Current Asset Collateral or the Borrowing Base.

Dispositions. Make any Disposition not otherwise permitted under Section 7.04 (other than by reference to Section 7.05), or, in the case of any Restricted Subsidiary of QCP, issue, sell or enter into otherwise dispose of any agreement of such Restricted Subsidiary’s Equity Interests to make any DispositionPerson, except: (a) Dispositions with respect to which (i) no Event of unusedDefault has occurred and is continuing immediately before and after such Disposition, obsolete (ii) such Disposition is for fair market value (as determined in good faith by QCP or worn out propertyany of its Restricted Subsidiaries), whether now owned or hereafter acquiredif not for fair market value, the shortfall is permitted as an Investment under Section 7.02 and (iii) such Disposition (except to the Credit Parties) is for at least 75% cash consideration; provided, that the provisions of this clause (iii) shall not apply to any individual transaction or series of related transactions involving assets with a fair market value (as determined in good faith by the Borrowers) of less than $15,000,000; provided, further, that for purposes of this clause (iii), each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on QCP’s or any of its Restricted Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets or are otherwise cancelled in connection with such transaction, (b) any notes or other obligations or other securities or assets received by QCP or such Restricted Subsidiary from the transferee that are converted by QCP or such Restricted Subsidiary within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by QCP or any of its Restricted Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by QCP or any of its Restricted Subsidiaries), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (a) that is at that time outstanding, not to exceed the greater of $100,000,000 and 2.0% of Total Assets as of the date of receipt of such Designated Non-Cash Consideration being measured at the time at the time received and without giving effect to subsequent changes in value); (b) The lease or sublease of any Real Property; (c) Sales, leases, assignments, licenses, sublicenses, subleases or other dispositions of inventory, receivables and other current tangible assets in the ordinary course; (d) The non-exclusive license or sublicense of software, Intellectual Property or other general intangibles in the ordinary course of business; (e) The issuance of Equity Interests by a Restricted Subsidiary of QCP to QCP or another Restricted Subsidiary of QCP or in which the percentage interest (direct and indirect) in the Equity Interests of such Restricted Subsidiary owned, directly or indirectly, by QCP after giving effect to such issuance is at least equal to the percentage interest prior to such issuance; (f) The surrender or waiver of contract rights; expirations or terminations or unwindings of contracts or agreements; or settlement, release or surrender of a contract, tort or other litigation claim, in each case, in the ordinary course of business; (bg) Any Restricted Payment not prohibited by Section 7.06 (including any transaction expressly permitted thereby) or any Investment not prohibited by Section 7.02; (h) Sales or other dispositions of cash or Temporary Cash Investments; (i) Dispositions of inventory receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in a bankruptcy or similar proceeding and factoring and similar arrangements; (j) Terminations of Swap Obligations; (k) Creation, granting, perfection or realization of any Lien not prohibited under this Agreement and any exercise of remedies in respect thereof; (l) Section 1031 exchanges and other exchanges for replacement property or assets in the ordinary course of business; (cm) Dispositions of equipment The lease, assignment 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; (d) Dispositions sublease of property by any Subsidiary to the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunder; (e) Dispositions of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of business; (f) Dispositions permitted by Section 7.04; (g) non-exclusive licenses of IP Rights in the ordinary course of business so long as the same does not materially interfere with the business of QCP and substantially consistent with past practice for terms not exceeding five yearsits Restricted Subsidiaries, taken as a whole; (hn) Dispositions constituting Sales, exchanges, transfers or other dispositions or the abandonment of damaged, worn-out or obsolete or otherwise unsuitable or unnecessary equipment or assets that, in QCP’s reasonable judgment, are no longer used or useful in the business of QCP or its Restricted Subsidiaries and any sale or disposition of property in connection with scheduled turnarounds, maintenance and equipment and facility updates; (o) Foreclosure, condemnation, or any similar event or action with respect to any property or other assets, including transfers or dispositions of such property or other assets subject thereto; (p) Any disposition of Equity Interests of a swap/exchange Restricted Subsidiary of assets for similar QCP pursuant to an agreement or other obligation with or to a Person (other than QCP or any of its Restricted Subsidiaries) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (although not necessarily serving the same geographical areahaving been newly formed in connection with such acquisition), provided that (i) the net book value made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (q) Any financing transaction with respect to property constructed, acquired, replaced, repaired or improved (including any reconstruction, refurbishment, renovation and/or development of real property) after the Closing Date by QCP or any of its Restricted Subsidiaries otherwise permitted by this Agreement; (r) Sales of Unrestricted Subsidiaries or Joint Ventures that are not Subsidiaries, or Equity Interests or other Investments therein, or assets so Disposed thereof; (s) Any sales, transfers or other dispositions (a) pursuant to the Transaction Agreements or otherwise in connection with the Transactions and any transaction transactions related thereto, including sales, transfers or series other dispositions of related transactions does not exceed $50,000,000 over the term of this Agreement Equity Interests and (ii) any cash paid (or Indebtedness assumed) by the Company other property to HCP or any of its Subsidiaries or (b) of the Specified Assets; provided that, in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in case of this clause (i)(ii) belowb), the net proceeds thereof are used first to prepay the HCP Note; and (i) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05The issuance or sale of directors’ qualifying shares; provided, that (i) the consideration received by the Company or applicable Subsidiary consists of at least 75% cash and (ii) the net book value issuance, sale or transfer of Equity Interests of Foreign Subsidiaries of QCP to foreign nationals to the assets to be Disposed, together with the net book value of all other assets Disposed of pursuant to this clause (i), does not exceed $50,000,000 over the term of this Agreement; provided, however, that any Disposition pursuant to clauses (a) through (i) shall be for fair market valueextent required by applicable law.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of unused, obsolete or worn out propertyproperty or such equipment or real property is no longer required for the conduct of business, 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; (d) Dispositions of property (i) by Borrower or any Subsidiary Guarantor to the Company Borrower or to a wholly-wholly owned Subsidiary; provided that if the transferor of such property is Subsidiary Guarantor or (ii) by a Subsidiary that is not a Guarantor to any other Subsidiary that is not a Guarantor, the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunder; (e) Dispositions of accounts receivable in connection with the collection permitted by Section 7.04(b)(ii) or compromise of such accounts receivable in the ordinary course of businessconstituting Investments permitted by Section 7.02; (f) Dispositions of assets for cash or Cash Equivalents (in addition to any customary earn out rights) that are not otherwise permitted by Section 7.04hereunder if: (i) immediately prior to and immediately after giving effect to any such Disposition, there does not exist a Default; (g) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years; (h) Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving the same geographical area), provided that (iii) the net book value aggregate consideration of the all assets so Disposed in any transaction or series of related transactions sold by Borrower and its Subsidiaries does not exceed $50,000,000 over 5,000,000.00 in any fiscal year (with unused amounts from any year being available for application within the term first thirty (30) days of this Agreement and (ii) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) belowimmediately following fiscal year); and (iiii) Dispositions to the extent required by Section 2.05(b)(iv), the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided, that (i) Net Proceeds of such Disposition are applied to the consideration received by the Company or applicable Subsidiary consists of at least 75% cash and (ii) the net book value reduction of the assets to be DisposedAggregate Revolving Credit Commitments and repayment of the Obligations, together with the net book value of all other assets Disposed of or otherwise applied as set forth in Section 2.05(iv); provided that any Disposition pursuant to this clause (i), does not exceed $50,000,000 over the term of this Agreement; provided, however, that any Disposition pursuant to clauses (a) through (if) shall be for not less than fair market valuevalue as determined by a Responsible Officer in its reasonable business judgment; and (g) Dispositions of Margin Stock owned by any Loan Party.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of unusedproperty by any Subsidiary to Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be Borrower or a Guarantor; (b) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (bc) Dispositions of inventory in the ordinary course of business; (cd) 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; (d) Dispositions of property by any Subsidiary to the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunder; (e) Dispositions of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of business; (f) Dispositions permitted by Section 7.04; (gf) non-exclusive licenses farmouts of IP Rights undeveloped acreage in the ordinary course of business and substantially consistent assignments in connection with past practice such farmouts; (g) other Dispositions of Oil and Gas Properties, or any casualty, condemnation or payment in respect of indemnification with respect thereto (“Subject Disposition”), provided, that, all mandatory prepayments required by Section 2.05 in connection with such Subject Disposition (after giving effect to any adjustment pursuant to Section 2.15(d) for terms not exceeding five years;such Subject Disposition) are made concurrently with the closing thereof and, immediately after giving effect to such Subject Disposition and any such mandatory prepayments or any voluntary prepayments under Section 2.04, Borrower shall be in compliance with Section 7.16(c); and (h) Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving the same geographical area), provided that (i) the net book value of the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement and (ii) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; and (i) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided, that (i) the consideration received by the Company or applicable Subsidiary consists of at least 75% cash and (ii) the net book value of the assets to be Disposed, together with the net book value of all other assets Disposed of pursuant to this clause (i), does not exceed $50,000,000 over the term of this Agreement; Announced Divestiture. provided, however, that any Disposition pursuant to clauses (ab) through (ig) shall be for fair market value.;

Dispositions. Make No Loan Party will make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of unusedobsolete, obsolete damaged, 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; (d) Dispositions of property by any Subsidiary Canadian Holdings to the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunderanother Loan Party; (e) Dispositions of accounts receivable in connection with the collection permitted by Sections 6.17 or compromise of such accounts receivable in the ordinary course of business6.19; (f) Dispositions by a Loan Party not otherwise permitted by under this Section 7.046.18; provided that, (i) no Default has occurred and is continuing at the time of and immediately after giving effect to such Disposition and (ii) only if the relevant Disposition is in excess of US$10,000,000, after giving Pro Forma Effect to such Disposition, OpCo and US Holdings shall be in Pro Forma Compliance with all of the covenants set forth in Section 6.13, such compliance to be determined on the basis of the financial information most recently delivered to the Agent and the Lenders pursuant to Section 6.04(a), (b) or (c) and provided further that after giving effect to any such Disposition of less than 100% of the Equity Interests of any Project Company, the applicable Borrower shall retain Control of such Project Company; (g) non-exclusive licenses Disposition of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five yearscash or Cash Equivalents; (h) Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving the same geographical area)property, provided that (i) the net book value of the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement and (ii) any cash paid (or Indebtedness assumed) by the Company or any issuances of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) belowEquity Interests, by US Holdings to OpCo; and (i) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; providedBorrowers, that or either of them, of indebtedness of OpCo held by such Borrower (i) including the consideration received by the Company or applicable Subsidiary consists of at least 75% cash and (ii) the net book value of the assets to be Disposed, together with the net book value of all other assets Disposed of pursuant to this clause (iinstruments evidencing such indebtedness), does not exceed $50,000,000 over in each case, in satisfaction and discharge of such indebtedness or so much thereof as is equal to the term of this Agreementamount thereof so distributed to OpCo; provided, however, that any Disposition pursuant to clauses (a) through (i) this Section 6.18 shall be for fair market value; and provided further, however, notwithstanding anything herein to the contrary, the Loan Parties and Canadian Holdings shall, at any time, be permitted to Dispose of any direct or indirect interest any of them may have in any of the entities listed on Schedule 6.18 hereto, so long as such entities hold no material assets (other than their ownership interests in their respective Subsidiaries, which, prior to such Disposition, will be transferred to another entity that is directly or indirectly owned by one of the Loan Parties) and conduct no material operations.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of unused, 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 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 propertyproperty or (iii) the board of directors or senior management of the Borrower or such Subsidiary 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 the Company Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunder; (e) Dispositions permitted by Section 7.04; (f) licenses of accounts receivable in connection with the collection or compromise of such accounts receivable IP rights in the ordinary course of business; (fg) Dispositions permitted by Section 7.04; of margin stock (gas defined in Regulation U) non-exclusive licenses at fair market value, but only to the extent that the value of IP Rights in such margin stock would exceed 25% of the ordinary course consolidated assets of business and substantially consistent with past practice for terms not exceeding five years;the Borrower; and (h) additional Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving the same geographical area), provided that (i) the net book value of the assets so Disposed in any transaction or series of related transactions does such additional Dispositions shall not exceed $50,000,000 over 25,000,000 in the aggregate during the term of this Agreement Agreement, and (ii) any cash paid (no Default or Indebtedness assumed) by the Company Event of Default shall exist immediately before or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; andafter giving effect thereto; (i) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; providedit being understood, that (i) the consideration received by the Company or applicable Subsidiary consists of at least 75% cash and (ii) the net book value of the assets to be Disposed, together with the net book value of all other assets Disposed of pursuant to this clause (i), does not exceed $50,000,000 over the term of this Agreement; provided, however, that any Disposition pursuant to clauses (a) through (ih) shall be for fair market valuevalue and (ii) this Section 7.05 shall not be deemed to restrict the issuance by the Borrower of its stock.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions in the ordinary course of unused, business (including Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, surplus property no longer required or useful in the business or operations of the Borrower or any of its Subsidiaries); (b) Dispositions of assets and businesses specified on Schedule 5.07; (c) Dispositions of Investments in Cash Equivalents in the ordinary course of business; (bd) Dispositions of inventory assets which individually or in the aggregate are less than 20% of the Consolidated Tangible Net Assets as of the Effective Date and for which no less than 80% of the proceeds received therefor are in cash or Cash Equivalents; (e) Dispositions constituting a Lien permitted pursuant to Section 6.01; (f) the sale or issuance of any Subsidiary’s Equity Interests to the Borrower; (g) Dispositions of assets in connection with any transaction permitted by Section 6.04; (h) assignments and licenses of intellectual property or other intangibles of the Borrower Group Members in the ordinary course of business; (ci) Dispositions any Disposition of any asset or interest therein in exchange for utility plant, equipment or real property other utility assets (other than notes or other obligations) in each case equal to the extent that fair market value (ias determined in good faith by the Borrower) 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; (d) Dispositions of property by any Subsidiary to the Company asset or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunder; (e) Dispositions of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of business; (f) Dispositions permitted by Section 7.04; (g) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years; (h) Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving the same geographical area), provided that (i) the net book value of the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement and (ii) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; and (i) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided, that (i) the consideration received by the Company or applicable Subsidiary consists of at least 75% cash and (ii) the net book value of the assets to be Disposed, together with the net book value of all other assets Disposed of pursuant to this clause (i), does not exceed $50,000,000 over the term of this Agreementinterest therein; provided, however, that the fair market value of any Disposition pursuant to clauses (a) through such assets or interests Disposed of under this paragraph (i) shall be for not exceed $10,000,000 in the aggregate in any fiscal year; (j) [Intentionally Omitted]; (k) the Disposition of substantially all of the electric distribution assets of the Borrower located in Jefferson County, Washington, pursuant to that certain Asset Sale Agreement, dated as of June 11, 2010, by and between Public Utility District No.1 of Jefferson County, a public utility district organized under the laws of the state of Washington and the Borrower, as in effect as of the Effective Date; provided, that the Borrower shall receive net cash proceeds of not less than the fair market valuevalue of the assets subject to such Disposition as reasonably determined by the board of directors of the Borrower in good faith in net cash proceeds; and (l) the sale, assignment or other transfer of accounts receivable or other rights to payment pursuant to any Receivables Facility. In the case of any of the foregoing Dispositions, the Borrower and the Subsidiaries are in compliance, on a Pro Forma Basis after giving effect to such Disposition with the covenant contained in Section 6.09 recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available, as if such Disposition (and any related repayment of Indebtedness) had occurred on the first day of each relevant period for testing such compliance.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of unused, 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, and (iii) such equipment or real property is no longer needed by the Borrower or such Subsidiary to conduct its respective business operations; (d) Dispositions of property (i) by any Subsidiary to the Company Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, and (ii) by the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant Borrower to Section 7.02(d), (e) or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunderany Guarantor; (e) Dispositions of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of businessexpressly permitted by Section 7.04; (f) Dispositions permitted by Section 7.04the Borrower and its Subsidiaries of PP&E pursuant to sale-leaseback transactions resulting solely in operating lease obligations, provided that the aggregate fair market value of all PP&E so Disposed of in any fiscal year of the Borrower (commencing as of February 4, 2002) shall not exceed $10,000,000; (g) non-exclusive licenses of IP Rights in the ordinary course of business and and, provided that substantially consistent with past practice all of the value of the applicable IP Right is not disposed of as a result of the grant thereof, exclusive licenses of IP Rights for terms not exceeding five years;particular fields of use or geographic areas in the ordinary course of business; and (h) Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving the same geographical area), provided that (i) the net book value of the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement and (ii) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; and (i) Dispositions by the Company and its Subsidiaries not otherwise permitted under by subsections (a) through (g) of this Section 7.05; provided, provided that (i) the consideration received by the Company or applicable Subsidiary consists of at least 75% cash and (ii) the net book value of the assets to be Disposed, together with the net book aggregate fair market value of all other assets property so Disposed of pursuant to this clause (i), does in any fiscal year of the Borrower shall not exceed $50,000,000 over the term of this Agreement3,000,000; provided, however, that any Disposition pursuant to clauses (a) through (ig) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of unused, obsolete or worn out 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 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; (d) Dispositions of property by any Restricted Subsidiary to the Company Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, Loan Party either (i) the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) is a Loan Party or (i)ii) to the extent such transaction constitutes an Investment, such Dispositions shall be treated as Investments transaction is permitted under such section and such Investments must be permitted thereunderSection 7.02; (e) Dispositions occurring by reason of a transaction undertaken pursuant to Section 7.02, 7.04 or 7.06; (f) Dispositions by the Borrower and its Subsidiaries of property pursuant to sale-leaseback transactions; provided that (i) the fair market value of all property so Disposed of shall not exceed the greater of (i) $30,000,000 and (ii) 3.0% of Consolidated Tangible Assets of the Borrower from and after the Closing Date and (ii) the purchase price for such property shall be paid to the Borrower or such Subsidiary for not less than 75% cash consideration; (g) Dispositions of cash and Cash Equivalents; (h) Dispositions of (i) defaulted accounts receivable of financially-troubled debtors in connection with the collection or compromise thereof, (ii) accounts receivable in connection with the collection or compromise thereof and (iii) with 10 days’ prior notice to the Administrative Agent, other accounts as to which the applicable Loan Party or other Subsidiary has reasonable concerns as to credit quality; (i) licensing or sublicensing of such accounts receivable IP Rights in the ordinary course of business; (fj) Dispositions permitted by Section 7.04; (g) non-exclusive leases, subleases, licenses or sublicenses of IP Rights property in the ordinary course of business and substantially consistent which do not materially interfere with past practice for terms not exceeding five yearsthe business of the Borrower and its Restricted Subsidiaries; (hk) Dispositions constituting a swap/exchange transfers of assets for similar assets (although not necessarily serving the same geographical area), provided that (i) property subject to casualty events upon receipt of the net book value cash proceeds of the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement and (ii) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; andcasualty event; (il) Dispositions by the Company Borrower and its Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided, provided that (i) at the consideration received by the Company time of such Disposition, no Event of Default shall exist or applicable Subsidiary consists of at least 75% cash and would result from such Disposition, (ii) the net book value Consolidated EBITDA of the assets to be DisposedBorrower generated by, together with the net book value of or associated with, all other assets such property Disposed of pursuant to this Section 7.05(l) in any fiscal year of the Borrower (excluding any property Disposed of in a Disposition or series of related Dispositions involving property with an aggregate fair market value of less than $7,500,000) shall not exceed 12.5% of Consolidated EBITDA of the Borrower for the most recently ended Measurement Period; provided that any unused percentage of the 12.5% of Consolidated EBITDA limitation set forth in this clause (i)ii) may be carried over to any subsequent period such that the Consolidated EBITDA of the Borrower generated by, does or associated with, all such property Disposed of pursuant to this Section 7.05(l) in any fiscal year of the Borrower (excluding any property Disposed of in a Disposition or series of related Dispositions involving property with an aggregate fair market value of less than $7,500,000) shall not exceed 25% of Consolidated EBITDA of the Borrower in the most recently ended Measurement Period and (iii) the purchase price for such property shall be paid to the Borrower or such Restricted Subsidiary for not less than 75% cash consideration; provided that for the purposes of this clause (iii) the following shall be deemed to be cash (A) any liabilities appearing on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided under Section 6.01(a) or (b) (other than liabilities that are by their terms subordinated in right of payment to the Obligations) assumed by the transferee in such Disposition, as to which the Borrower and all of the Restricted Subsidiaries shall have been released by all applicable creditors in writing and (B) any securities received from the transferee in such Disposition that are converted by such Person into cash (to the extent of the cash received) within 180 days following the closing of such Disposition; (m) Dispositions of assets set forth on Schedule 7.05; (n) voluntary terminations of Swap Contracts; and (o) Dispositions, including the Disposition of Equity Interests of any Restricted Subsidiary, whether in a single transaction or a series of related transactions, to the extent constituting an Investment in a joint venture engaged in a line of business permitted under Section 7.07; provided that the aggregate fair market value of all such Investments and all property Disposed of in reliance on this clause (o) shall not exceed the greater of (i) $50,000,000 30,000,000 and (ii) 3.0% of Consolidated Tangible Assets of the Borrower over the term of this Agreement; provided, however, that any Disposition of any property pursuant to clauses this Section 7.05 (a) through except pursuant to Sections 7.05(d)(i), (i) e), and (h)), shall be for no less than the fair market valuevalue of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 (other than to a Loan Party), such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent shall be authorized 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 unusedobsolete, obsolete or 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 Borrower and its Restricted Subsidiaries; (b) Dispositions of inventory and immaterial assets in the ordinary course of business (including allowing any registrations or any applications for registration of any immaterial IP Rights to lapse or go abandoned 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 that is promptly purchased or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement propertyproperty (which replacement property is actually promptly purchased); (d) Dispositions of property by any Subsidiary to the Company Parent Borrower or to a wholly-owned Restricted Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, Loan Party (i) the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d)a Loan Party, (eii) to the extent such transaction constitutes an Investment, such transaction is permitted under Section 7.02, (iii) such Disposition shall consist of the transfer of Equity Interests in or Indebtedness of any Foreign Subsidiary to any other Foreign Subsidiary, or (iiv) such Disposition is of property not related to a Covered Jurisdiction or of any property or assets listed on Schedule 7.05(d), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunder; (e) Dispositions permitted by Section 7.02, Section 7.04 and Section 7.06 and Liens permitted by Section 7.01; (f) Dispositions in the ordinary course of business of Cash Equivalents; (g) leases, subleases, licenses or sublicenses, in each case in the ordinary course of business and which do not materially interfere with the business of the Parent Borrower and its Restricted Subsidiaries, taken as a whole; (h) transfers of property subject to Casualty Events; (i) Dispositions of Investments in JV Entities or non-Wholly-Owned Restricted Subsidiaries; provided that no Dispositions may be made pursuant to this Section 7.05(i) to the extent such JV Entity or non-Wholly-Owned Restricted Subsidiary was, prior to a previous Disposition of Equity Interests in such JV Entity or non-Wholly-Owned Restricted Subsidiary made pursuant to another provision of this Section 7.05, a Wholly-Owned Restricted Subsidiary, and such Dispositions pursuant to such other provision of this Section 7.05 and this Section 7.05(i) were part of a single Disposition or series of related Disposition, other than to the extent required by, or made pursuant to, customary buy/sell arrangements between the parties to such JV Entity or shareholders of such non-Wholly-Owned Restricted Subsidiary set forth in the shareholders agreements, joint venture agreements, organizational documents or similar binding agreements relating to such JV Entity or non-Wholly-Owned Restricted Subsidiary (any such arrangement, a “Buy/Sell Arrangement”) (provided that the Net Cash Proceeds of any Dispositions required by, or made pursuant to, any Buy/Sell Arrangement and not otherwise permitted by this Section 7.05(i) shall be subject to the requirements of Section 2.05(b)(ii)); (j) Dispositions of accounts receivable in the ordinary course of business in connection with the collection or compromise thereof; (k) the unwinding of any Swap Contract pursuant to its terms; (l) Permitted Sale Leasebacks; (m) Dispositions not otherwise permitted pursuant to this Section 7.05; provided that (i) such Disposition shall be for fair market value as reasonably determined by the Parent Borrower in good faith, (ii) if after giving Pro Forma Effect to such Disposition, the First Lien Senior Secured Leverage Ratio (calculated on a Pro Forma Basis) as of the last day of the most recently ended Test Period is greater than 3.50:1.00, with respect to any Disposition pursuant to this clause (m) for a purchase price in excess of $75,000,000, the Parent Borrower or any of its Restricted Subsidiaries shall receive not less than 75.0% of such accounts receivable consideration in the form of cash or Cash Equivalents (provided, however, that for the purposes of this clause (m)(ii), the following shall be deemed to be cash: (A) the assumption by the transferee of Indebtedness or other liabilities contingent or otherwise of the Parent Borrower or any of its Restricted Subsidiaries (other than Subordinated Debt) and the valid release of the Parent Borrower or such Restricted Subsidiary, by all applicable creditors in writing, from all liability on such Indebtedness or other liability in connection with such Disposition, (B) securities, notes or other obligations received by the Parent Borrower or any of its Restricted Subsidiaries from the transferee that are converted by such Parent Borrower or any of its Restricted Subsidiaries into cash or Cash Equivalents within 180 days following the closing of such Disposition, (C) Indebtedness (other than Subordinated Debt) of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Disposition, to the extent that the Parent Borrower and each other Restricted Subsidiary are released from any Guarantee of payment of such Indebtedness in connection with such Disposition and (D) aggregate non-cash consideration received by the Parent Borrower and its Restricted Subsidiaries for all Dispositions under this clause (m) and Section 7.05(t) having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed the greater of (x) $250,000,000 and (y) 15.0% of Consolidated EBITDA of the Parent Borrower for the most recently ended Test Period at any time outstanding (net of any non-cash consideration converted into cash and Cash Equivalents received in respect of any such non-cash consideration)), (iii) the Parent Borrower or the applicable Restricted Subsidiary complies with the applicable provisions of Section 2.05 and (iv) all such Dispositions made under this Section 7.05(m) do not to exceed in the aggregate 35.0% of Total Assets of the Parent Borrower as of the last day of the Test Period then most recently ended; (n) the Parent Borrower and its Restricted Subsidiaries may surrender or waive contractual rights and settle or waive contractual or litigation claims in the ordinary course of business; (fo) Dispositions permitted by Section 7.04of non-core or obsolete assets acquired in connection with Permitted Acquisitions; (gp) non-exclusive licenses any swap of IP Rights assets in exchange for services or other assets in the ordinary course of business of comparable or greater fair market value of usefulness to the business of the Parent Borrower and substantially consistent with past practice for terms not exceeding five yearsits Restricted Subsidiaries as a whole, as determined in good faith by the Parent Borrower; (hq) any sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary; (r) Specified Dispositions and transactions entered into to consummate a Permitted Tax Restructuring; (s) Dispositions constituting a swap/exchange for Cash Equivalents (other than in connection with the capitalization of assets for similar assets any special purpose entity used to effect any such Permitted Receivables Financing) of accounts receivable in connection with any Permitted Receivables Financing; (although not necessarily serving the same geographical area), t) Dispositions of real property; provided that (i) the net book value any such Disposition for a purchase price in excess of the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 over shall be for fair market value as reasonably determined by the term of this Agreement and Parent Borrower in good faith, (ii) any cash paid if after giving Pro Forma Effect to such Disposition, the First Lien Senior Secured Leverage Ratio (or Indebtedness assumedcalculated on a Pro Forma Basis) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; and (i) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided, that (i) the consideration received by the Company or applicable Subsidiary consists of at least 75% cash and (ii) the net book value as of the assets last day of the most recently ended Test Period is greater than 3.50:1.00, with respect to be Disposed, together with the net book value of all other assets Disposed of any Disposition pursuant to this clause (i)t)(ii) for a purchase price in excess of $75,000,000, does the Parent Borrower or any of its Restricted Subsidiaries shall receive not exceed $50,000,000 over less than 75.0% of such consideration in the term form of this Agreement; cash or Cash Equivalents (provided, however, that any Disposition pursuant to clauses for the purposes of this clause (a) through (i) t)(ii), the following shall be deemed to be cash: (A) the assumption by the transferee of Indebtedness or other liabilities contingent or otherwise of the Parent Borrower or any of its Restricted Subsidiaries (other than Subordinated Debt) and the valid release of the Parent Borrower or such Restricted Subsidiary, by all applicable creditors in writing, from all liability on such Indebtedness or other liability in connection with such Disposition, (B) securities, notes or other obligations received by the Parent Borrower or any of its Restricted Subsidiaries from the transferee that are converted by such Parent Borrower or any of its Restricted Subsidiaries into cash or Cash Equivalents within 180 days following the closing of such Disposition, (C) Indebtedness (other than Subordinated Debt) of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Disposition, to the extent that the Parent Borrower and each other Restricted Subsidiary are released from any Guarantee of payment of such Indebtedness in connection with such Disposition and (D) aggregate non-cash consideration received by the Parent Borrower and its Restricted Subsidiaries for all Dispositions under this clause (t) and Section 7.05(m) having an aggregate fair market valuevalue (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed the greater of (x) $250,000,000 and (y) 15.0% of Consolidated EBITDA of the Parent Borrower as of the last day of the most recently ended Test Period at any time outstanding (net of any non-cash consideration converted into cash and Cash Equivalents received in respect of any such non-cash consideration)) and (iii) the Parent Borrower or the applicable Restricted Subsidiary complies with the applicable provisions of Section 2.05; and (u) sales, transfers, leases or other dispositions of restaurants and related assets (other than real property) to Franchisees or Restricted Subsidiaries that within 180 days become Franchisees, including through the sale of Equity Interests of Persons owning such assets. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than the Parent Borrower or any Subsidiary Guarantor, such Collateral shall be sold free and clear of the Liens created by the Loan Documents and, if requested by the Administrative Agent, upon the certification by the Parent Borrower that such Disposition is permitted by this Agreement, the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take and shall 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 unused, obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory, including inventory constituting New Vehicles or Used Vehicles, 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; (d) Dispositions of property by any Subsidiary to the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be an entity in which such the Company or a Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunderGuarantor; (e) Dispositions permitted by Section 7.04; (f) Dispositions by the Company and its Subsidiaries of accounts receivable property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $350,000,000 in connection with any fiscal year or $750,000,000 in the collection aggregate over the term of the Obligations hereunder; (g) Dispositions of retail installment sales contracts and related intangible property arising from the sale or compromise lease of such accounts receivable vehicles, assets, or services in the ordinary course of business; (f) Dispositions permitted by Section 7.04; (g) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years; (h) Dispositions constituting a swap/exchange of assets for similar assets pursuant to Permitted Specified Share Exchange Transactions (although not necessarily serving the same geographical area≤ $350,000,000) and Permitted Specified Share Exchange Transactions (> $350,000,000), provided that (i) the net book value of the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement and (ii) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; and (i) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; providedprovided that at the time of such Disposition, that (i) the consideration received by the Company no Default shall exist or applicable Subsidiary consists of at least 75% cash would result from such Disposition and (ii) in the net book value case of a Disposition of a dealership Subsidiary, the assets to be Disposed, together with the net book value requirements of all other assets Disposed of pursuant to this clause (i), does not exceed $50,000,000 over the term of this AgreementSection 7.19 have been satisfied; provided, however, that any Disposition pursuant to clauses (a) through (i) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of unused, obsolete or worn out property, whether now owned or hereafter acquired(i) personal Property and (ii) fixtures, in each case not constituting an interest in CityCenter or the ordinary course of businessimprovements associated with CityCenter except as permitted below in this Section; (b) Dispositions of inventory in any Property to Borrower or to any Restricted Subsidiary of Borrower, provided that Borrower shall not be the ordinary course direct owner, lessor or lessee of businessall or any portion of CityCenter or the Improvements located thereon; (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; (d) Dispositions of property by any Subsidiary to the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunder; (e) Dispositions of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of business; (f) Dispositions permitted by Section 7.04; (gd) non-exclusive licenses Dispositions of IP Rights assets associated with Crystals, the Vdara, the Veer, the Mandarin, the Xxxxxx or of Condo Units (individually or in bulk) or Seller Notes (but not the Aria Hotel), provided that: (1) each such Disposition outside the ordinary course of business and substantially where the consideration is in excess of $5,000,000 shall be for fair market value (as determined by the board of directors of Borrower) and, where the consideration is in excess of $25,000,000, shall (other than in the case of Condo Unit, bulk Condo Unit sales and sales or securitizations of the Seller Notes) be supported by either (i) an appraisal or other independent valuation reasonably acceptable to the Administrative Agent or (ii) a fairness opinion by a nationally recognized investment banking firm; (2) after giving effect to each such Disposition, no Default or Event of Default shall exist; (3) the Administrative Agent and the Lenders concurrently receive the required mandatory prepayment of the Loans in accordance with Section 2.03(b)(1); (4) the Collateral Agent concurrently receives an endorsement to its ALTA policy of title insurance insuring the continued priority and perfection of the Deed of Trust in respect of the portions of CityCenter not released; and (5) each of the other Loan Parties expressly approves of such Disposition in a writing addressed to the Administrative Agent and the Lenders in a manner reasonably acceptable to the Administrative Agent; (e) Dispositions consisting of the grant of Acceptable Land Use Arrangements; (f) Dispositions of common areas with the residential condominium areas of CityCenter to homeowners associations for the owners of Condo Units when no Default or Event of Default has occurred and remains continuing; (g) Dispositions of Condo Units, retail leaseholds, restaurant or entertainment venues and other similar spaces within CityCenter (but excluding hotel rooms or gaming spaces) to purchasers, lessees, managers, operators or franchisees, provided that (i) no portion of any spaces so Disposed of is the subject of any lease or other title retention (except as provided below) by the Loan Parties (for the avoidance of doubt, excluding any option by the purchaser of any Condo Unit to participate in any condo-hotel rental program), and (ii) arrangements concerning the provision of title insurance endorsements, casualty insurance riders, and the like are consistent with past practice for terms not exceeding five yearspolicies and procedures to be established by the Administrative Agent in consultation with Borrower; (h) Dispositions constituting a swap/exchange of assets Condo Units financed in exchange, in part, for similar assets (although not necessarily serving Seller Notes on the same geographical area)related Condo Unit and otherwise issued in compliance with the Approved Seller Financing Program, provided that no Dispositions of Condo Units for Seller Notes shall be deemed to result in Net Cash Proceeds to Borrower except to the extent of cash downpayments and/or cash received by Borrower and its Restricted Subsidiaries from the collection on or financing with respect to the Seller Notes so long as the Administrative Agent shall receive the required mandatory prepayment of the Loans in accordance with Section 2.03(b)(1); (i) the net book value Dispositions of Seller Notes, but solely to an SPE for cash or interests in or securities of the assets SPE where in turn the SPE has engaged in the Warehouse Financing Program or a Permitted Securitization Program so Disposed long as the Administrative Agent shall receive the requirement mandatory prepayment of the Loans in accordance with Section 2.03(b)(1); any other Disposition of Seller Notes shall require the consent of the Required Lenders; (j) To the extent constituting Dispositions, any Liens permitted by Section 7.01, Investments permitted by Section 7.03 and Restricted Payments permitted by Section 7.06; and (k) Dispositions in which the aggregate fair market value does not exceed $3,000,000 in any single transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement and (ii) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; and (i) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided, that (i) the consideration received by the Company or applicable Subsidiary consists of at least 75% cash and (ii) the net book value of the assets to be Disposed, together with the net book value of all other assets Disposed of pursuant to this clause (i), does not exceed $50,000,000 over the term of this Agreement; provided, however, that any Disposition pursuant to clauses (a) through (i) shall be for fair market valuetransactions.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of unused, obsolete or worn out propertyassets or assets no longer used or useful to the business in the reasonable business judgment of the Company, 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 propertyreplacementproperty; (d) Dispositions of property by any Restricted Subsidiary to the Company or to a wholly-wholly- owned Restricted Subsidiary; provided that (i) if the transferor of such property is a Subsidiary GuarantorLoan Party, the transferee thereof must either be an entity in which the Company or a Loan Party and (ii) if the transferor of such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d)property is a Loan Party that has Guaranteed the Obligations of the Company, (e) the transferee thereof must either be the Company or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereundera Loan Party that has Guaranteed the Obligations of the Company; (e) Dispositions of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of business; (f) Dispositions permitted by Section 7.04; (g) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years; (hi) Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving accounts receivable that are at least 180 days past due or are owing from obligors that are the same geographical area), provided that (i) the net book value subject of proceedings of the assets so Disposed types described in any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement Section 8.01(f) and (ii) Dispositions of accounts receivable (and related assets customarily included in such transactions) in connection with a Qualified Supply Chain Finance Program; provided that in the case of the foregoing clause (ii), the aggregate amount of accounts receivable sold, assigned, conveyed or otherwise transferred pursuant to the foregoing clause (ii) shall not exceed $15,000,000 at any cash paid one timeoutstanding; (or Indebtedness assumedg) Dispositions of non-core assets acquired in a Permitted Acquisition by the Company or any of its Restricted Subsidiaries within 18 months of such Permitted Acquisition; provided that the aggregate book value of all property Disposed of in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in reliance on this clause (i)(iig) belowfrom the Closing Date through the Facility Termination Date shall not exceed $2,500,000; and (ih) Dispositions by the Company and its Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided, provided that (i) at the consideration received by the Company time of such Disposition, no Event of Default shall exist or applicable Subsidiary consists of at least 75% cash would result from such Disposition and (ii) the net book value of the assets to be Disposed, together with the net aggregate book value of all other assets property Disposed of pursuant to in reliance on this clause (i), does h) from the Closing Date through the Facility Termination Date shall not exceed $50,000,000 over 35,000,000 (excluding from such limitation the term book value of this Agreementany property that is Disposed of in sale- leaseback transactions to the extent the Net Cash Proceeds therefrom are used substantially contemporaneously with the receipt thereof to prepay Term Loans outstanding hereunder pursuant to Section 2.05(b)(i)); 106 152302503 provided, however, that any Disposition pursuant to clauses (a) through (ih) above shall be for fair market valuevalue and, in the case of Dispositions pursuant to clause (h) above, shall be for at least 75% cash consideration.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of unused, 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; (d) Dispositions of property by any Subsidiary to the Company Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) or (i), such Dispositions shall be treated as Investments under such section and such Investments must be permitted thereunder; (e) Dispositions of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of business; (f) Dispositions permitted by Section 7.04; (gf) non-exclusive (i) licenses and sublicenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five yearspractice, and (ii) licenses and cross-licenses of IP Rights in connection with settlements of intellectual property-related disputes with third parties; (g) sales or discounting of delinquent accounts in the ordinary course of business; and (h) Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving the same geographical area), provided that (i) the net book value of the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement and (ii) any cash paid (or Indebtedness assumed) by the Company or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; and (i) Dispositions by the Company Borrower and its Subsidiaries not otherwise permitted under this Section 7.05; provided, provided that (i) at the consideration received by the Company time of such Disposition, no Default shall exist or applicable Subsidiary consists of at least 75% cash and would result from such Disposition, (ii) the net no such Disposition shall entail assets having combined book value in excess of the assets Single Transaction Limit, and (iii) after giving effect to be Disposedsuch Disposition, together with the net book value of all other assets Disposed of pursuant to this clause (i), Combined Activity does not exceed $50,000,000 over the term of this AgreementAggregate Limit; provided, however, that any Disposition pursuant to clauses (a) through (ih) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of unusedsurplus, 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; (d) Dispositions of property by any Subsidiary to the Company Borrower or to a wholly-owned Subsidiary; provided that if the such transferor of such property Subsidiary is a Subsidiary Guarantor, guarantor of the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d), (e) or (i)Borrower’s Obligations hereunder, such Dispositions transferee Subsidiary shall be treated as Investments under such section and such Investments must be permitted thereunderbecome a guarantor of the Obligations hereunder; (e) Dispositions of accounts receivable in connection with the collection or compromise of such accounts receivable in the ordinary course of businesspermitted by Sections 7.02, 7.03 and 7.04; (f) Dispositions permitted by Section 7.04Dispositions, individually or in a series of related transactions, of property having a fair market value of less than $5,000,000 individually; (g) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years; (h) Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving the same geographical area), provided that (i) the net book value of the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 over the term of this Agreement and (ii) any cash paid (or Indebtedness assumed) by the Company Borrower or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; and (i) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided, that 7.05 so long as (iA) the aggregate amount (based upon the fair market value of the assets) of all property sold or otherwise disposed pursuant to all such Dispositions on and after the Closing Date at the time of and after giving effect to any such Disposition does not constitute a Substantial Portion of the property of the Borrower or any of its Subsidiaries, (B) at least 75% of the total consideration received by the Company Borrower or applicable Subsidiary any of its Subsidiaries, as applicable, for such Disposition or series of Dispositions consists of at least 75% cash or cash equivalents and (iiC) the net book value of the assets to be Disposed, together Borrower complies with the net book value provisions of all other assets Disposed of pursuant Section 2.07(a), (e) and (f) and Section 2.08(b) with respect to this clause each such Disposition; (i), does not exceed $50,000,000 over ) Dispositions necessary or advisable to complete the term Separation Transactions; and (j) Dispositions of this Agreement; interests held by the Borrower or any of its Subsidiaries in electricity generating units to tenants-in-common (or Affiliates thereof) in exchange for reasonably equivalent tenants-in-common interests in other electricity generating units. provided, however, that any Disposition pursuant to clauses (a) through (i) this Section 7.06 shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of unusedobsolete, obsolete or 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 Companies and the Restricted Subsidiaries; (b) Dispositions of inventory and immaterial assets in the ordinary course of business (including allowing any registrations or any applications for registration of any immaterial IP Rights to lapse or go abandoned 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 that is promptly purchased or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement propertyproperty (which replacement property is actually promptly purchased); (d) Dispositions of property by any Subsidiary to the a Company or to a wholly-owned Restricted Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, Loan Party (i) the transferee thereof must be an entity in which such Subsidiary Guarantor may make an Investment pursuant to Section 7.02(d)a Company or a Domestic Subsidiary, (eii) to the extent such transaction constitutes an Investment, such transaction is permitted under Section 7.02 or (i), iii) such Dispositions Disposition shall be treated as Investments under such section and such Investments must be permitted thereunderconsist of the transfer of Equity Interests in or Indebtedness of any Foreign Subsidiary to any other Foreign Subsidiary; (e) Dispositions permitted by Section 7.02 (other than Section 7.02(f)), Section 7.04 (other than Section 7.04(g)) and Section 7.06 (other than Section 7.06(d)) and Liens permitted by Section 7.01; (f) Dispositions in the ordinary course of business of Cash Equivalents; (g) leases, subleases, licenses or sublicenses, in each case in the ordinary course of business and which do not materially interfere with the business of the Companies and the Restricted Subsidiaries, taken as a whole; (h) transfers of property subject to Casualty Events; (i) Dispositions of Investments in JV Entities or non-Wholly-Owned Restricted Subsidiaries; provided that no Dispositions may be made pursuant to this Section 7.05(i) to the extent such JV Entity or non-Wholly-Owned Restricted Subsidiary was, prior to a previous Disposition of Equity Interests in such JV Entity or non-Wholly-Owned Restricted Subsidiary made pursuant to another provision of this Section 7.05, a Wholly-Owned Restricted Subsidiary, and such Dispositions pursuant to such other provision of this Section 7.05 and this Section 7.05(i) were part of a single Disposition or series of related Disposition, other than to the extent required by, or made pursuant to, customary buy/sell arrangements between the parties to such JV Entity or shareholders of such non-Wholly-Owned Restricted Subsidiary set forth in the shareholders agreements, joint venture agreements, organizational documents or similar binding agreements relating to such JV Entity or non-Wholly-Owned Restricted Subsidiary (any such arrangement, a “Buy/Sell Arrangement”) (provided that the Net Cash Proceeds of any Dispositions required by, or made pursuant to, any Buy/Sell Arrangement and not otherwise permitted by this Section 7.05(i) shall be subject to the requirements of Section 2.05(b)(ii)); (j) Dispositions of accounts receivable in the ordinary course of business in connection with the collection or compromise thereof; (k) the unwinding of any Swap Contract pursuant to its terms; (l) Permitted Sale Leasebacks; (m) Dispositions not otherwise permitted pursuant to this Section 7.05; provided that (i) such Disposition shall be for fair market value as reasonably determined by the Borrowers in good faith, (ii) the Companies or any of the Restricted Subsidiaries shall receive not less than 75.0% of such accounts receivable consideration in the form of cash or Cash Equivalents (provided, however, that for the purposes of this clause (m)(ii), the following shall be deemed to be cash: (A) the assumption by the transferee of Indebtedness or other liabilities contingent or otherwise of the Companies or any of the Restricted Subsidiaries (other than Subordinated Debt) and the valid release of the Companies or such Restricted Subsidiary, by all applicable creditors in writing, from all liability on such Indebtedness or other liability in connection with such Disposition, (B) securities, notes or other obligations received by the Companies or any of the Restricted Subsidiaries from the transferee that are converted by such Company or any of the Restricted Subsidiaries into cash or Cash Equivalents within 180 days following the closing of such Disposition, (C) Indebtedness (other than Subordinated Debt) of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Disposition, to the extent that the Companies and each other Restricted Subsidiary are released from any Guarantee of payment of such Indebtedness in connection with such Disposition and (D) aggregate non-cash consideration received by the Companies and their respective Restricted Subsidiaries for all Dispositions under this clause (m) having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) (as determined in good faith by the Borrowers) not to exceed the greater of (x) $250,000,000 and (y) 17.5% of LTM EBITDA at any time outstanding (net of any non-cash consideration converted into cash and Cash Equivalents received in respect of any such non-cash consideration)), (iii) the applicable Company or Restricted Subsidiary complies with the applicable provisions of Section 2.05 and (iv) all such Dispositions made under this Section 7.05(m) do not exceed in the aggregate 35% of the total assets of the Group as of the last day of the Test Period then most recently ended; (n) the Companies and the Restricted Subsidiaries may surrender or waive contractual rights and settle or waive contractual or litigation claims in the ordinary course of business; (fo) Dispositions permitted by Section 7.04dispositions of non-core or obsolete assets acquired in connection with Permitted Acquisitions; (gp) non-exclusive licenses any swap of IP Rights assets in exchange for services or other assets in the ordinary course of business and substantially consistent with past practice for terms not exceeding five yearsof comparable or greater fair market value of usefulness to the business of the Companies, determined in good faith by the applicable Company; (h) Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving the same geographical area), provided that (i) the net book value any sale of the assets so Disposed in any transaction Equity Interests in, or series of related transactions does not exceed $50,000,000 over the term of this Agreement Indebtedness or other securities of, an Unrestricted Subsidiary (other than a China Entity) and (ii) any cash paid sale, transfer, distribution or other disposition of Equity Interests of Yum! China or the Equity Interests, assets or properties of the China Entities; provided that any such sale, transfer or distribution or other Disposition shall only be permitted pursuant to this clause (q)(ii) if (x) such sale, transfer or Indebtedness assumed) by distribution or other Disposition shall provide for license or franchising fee arrangements that, taken as a whole, are not more adverse to the Company or any of its Subsidiaries in connection Lenders than those described with such swap/exchange shall reduce dollar-for-dollar respect to the amount ChinaCo Spin transaction set forth in clause (i)(iia) below; andof the definition thereof in the Offering Memorandum in a material way, as conclusively determined by the Borrowers in good faith or (y) on a pro forma basis after giving effect to such sale, transfer or distribution or other Disposition and any license or franchising fee arrangements entered into in connection with such transaction and any related retirement of Indebtedness, the Total Leverage Ratio would not be greater than the Total Leverage Ratio as in effect immediately prior to such transaction; (ir) [reserved]; (s) Dispositions for Cash Equivalents (other than in connection with the capitalization of any special purpose entity used to effect any such Permitted Receivables Financing) of accounts receivable in connection with any Permitted Receivables Financing; (t) any sale of assets for fair market value (as conclusively determined by the Company Borrowers in good faith) to any China Entity in anticipation of and its Subsidiaries not otherwise permitted under in connection with the ChinaCo Spin transaction set forth in clause (a) of such definition; provided that the aggregate fair market value (as determined in good faith by the Borrowers) of the assets being disposed pursuant to this Section 7.05(t) (excluding any assets being disposed of at such time pursuant to other exceptions from this Section 7.05; provided, that (i) the consideration received by the Company or applicable Subsidiary consists of at least 75% cash and (ii) the net book value of the assets to be Disposed, together with the net book value of all other assets Disposed of pursuant to this clause (i), does not exceed $50,000,000 over the term of this Agreement35,000,000; provided, however, that any Disposition pursuant to clauses (a) through (i) shall be for fair market value.and