Common use of Dispositions Clause in Contracts

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, or property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein); (b) Dispositions of inventory and goods held for sale in the ordinary course of business; (c) Dispositions of equipment or Real Estate to the extent that such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if such property is Collateral, then such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Parties; (d) Dispositions of property by any Subsidiary to the 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 the Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03; (e) Dispositions permitted by Sections 7.04 (a), (b), (c), (d), (f) and (g); (f) bulk sales or other dispositions of the inventory of the Borrower or a Restricted Subsidiary 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 (i) in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder; (g) grants of licenses of Intellectual Property in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; (h) Dispositions by the Borrower and the Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (h) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business; and (j) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that any Disposition pursuant to clauses (a) though (d), and clauses (f) and (h) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions In the event of obsolete any Disposition pursuant to Section 8.2.7(l) [Dispositions] or worn out propertyany Casualty Event, the Borrower shall within five (5) Business Days following the receipt by the Borrower or property a Restricted Subsidiary of such Net Cash Proceeds apply an amount equal to 100% of such Net Cash Proceeds to the prepayment of Term Loans; provided that (including Intellectual Propertyi) that is with respect to any such Net Cash Proceeds, at the election of the Borrower (as notified by the Borrower to the Administrative Agents within five (5) Business Days following the receipt of such Net Cash Proceeds (or such later time (but not later than ten (10) Business Days following such receipt) as the Administrative Agents may agree in their sole discretion)), the Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds within twelve (12) months of receipt of such Net Cash Proceeds (or if committed to be reinvested within such 12-month period, actually reinvested no longer later than six (6) months following such commitment) in assets (other than current assets (except for current assets acquired as part of a business)) to be used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein); (b) Dispositions of inventory and goods held for sale in the ordinary course of business; (c) Dispositions of equipment or Real Estate to the extent that such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if such property is Collateral, then such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Parties; (d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Restricted Subsidiary; provided further that if the transferor any portion of such property is a Subsidiary GuarantorNet Cash Proceeds are not so used prior to the expiration of such 12-month period, such portion shall thereupon (or if such Net Cash Proceeds are contractually committed to be used during such 12-month period, then upon the transferee thereof must either termination of such contract or if such Net Cash Proceeds are not so used within six (6) months following entry into such commitment) be immediately applied to the Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03; (e) Dispositions permitted by Sections 7.04 (a), (b), (c), (d), (f) and (g); (f) bulk sales or other dispositions prepayment of the inventory of the Borrower or a Restricted Subsidiary not Term Loans as set forth 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 (i) in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Yearthis Section 5.7.2(a) and (ii) in the requirements of this Section 5.7.2 [Dispositions] shall not apply with respect to an aggregate from and after the Closing Date, twenty-five percent (25%) of the number $5,000,000 of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received from Dispositions pursuant to Section 8.2.7(l) and Casualty Events occurring in connection therewith are applied to the Obligations if then required hereunder;same fiscal year. (gb) grants In the event of licenses of Intellectual Property in the ordinary course of businessany Permitted Undivided Interests Sale, which do not materially interfere with the business of the Borrower and shall within one (1) Business Day following the Restricted Subsidiaries, taken as a whole; (h) Dispositions receipt by the Borrower or any Restricted Subsidiary of the Net Cash Proceeds therefrom prepay Term Loans and the Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time reduce Revolving Credit Commitments in an aggregate amount equal to 100% of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (h) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business; and (j) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that any Disposition pursuant to clauses (a) though (d), and clauses (f) and (h) shall be for fair market valueNet Cash Proceeds.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, or property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein)business; (b) Dispositions of inventory and goods held for sale in the ordinary course of business; (c) Dispositions of equipment or Real Estate real property to the extent that (i) such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if or (ii) the proceeds of such property is Collateral, then Disposition are reasonably promptly applied to the purchase price of such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Partiesproperty; (d) Dispositions of property by the Borrower or any Subsidiary to the Borrower or to a wholly-owned Restricted SubsidiarySubsidiary which has satisfied any relevant requirements of Section 6.15; provided that that, (x) except as otherwise permitted pursuant to the following clause (y), if the transferor of such property is a Subsidiary Guarantor, Guarantor the transferee thereof must either be the Borrower or a Guarantor, and (y) in the case of a Disposition of the Equity Interests of any Subsidiary that is not a Material Subsidiary, the transferee need not be the Borrower or a Guarantor, provided that if such Disposition is of the Equity Interests of a Guarantor, the Borrower shall either (1) cause the transferee to promptly (and in any event within 90 days after the applicable Disposition) become a Guarantor in accordance with the procedures set forth in Section 6.15, or an Investment permitted under (2) request a release of such Guarantor as described in Section 7.036.15; (e) Dispositions permitted by Sections 7.04 (a), (b), (c), (d), (f) and (g)Section 7.04; (f) bulk sales or other dispositions non-exclusive, revocable licenses of the inventory of the Borrower or a Restricted Subsidiary not IP Rights by an IP Holdco in the ordinary course of business in connection and substantially consistent with Store closings, at arm’s length, provided, that such Store closures and related Inventory dispositions shall not exceed (i) in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunderpast practice; (g) grants the lease or license of licenses of Intellectual Property real or personal property by the Borrower and its Subsidiaries in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; (h) Dispositions by the Borrower and the Restricted its Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time consisting of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value leases and subleases of all real property Disposed of in reliance on this clause (h) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset shall be paid solely to the Borrower or extent that such Restricted Subsidiary in cash (with an assumption real property is not necessary for the normal conduct of Indebtedness (other than Subordinated Indebtedness) operations of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii))and its Subsidiaries; (i) Licenses for Dispositions of the conduct of licensed departments (assets and IP Rights relating to any Restaurant concept, other than to an Affiliate the Texas Roadhouse® operating concept, held by any Subsidiary; and (j) other Dispositions of any Loan Party) within any Store property by the Borrower and its Subsidiaries in the ordinary course of business; and (j) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that any Disposition pursuant to clauses (a) though through (d), and clauses (f) and (hj) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of (i) obsolete or worn out property, or property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each casethe ordinary course of business, and (ii) fixed operating assets (solely to the extent not constituting all or substantially all of the assets or business of the Borrower or any Subsidiary or a business unit, line of business or division of the Borrower or any Subsidiary) no longer used or useful to the business of the Borrower and its Subsidiaries, whether now owned or hereafter acquired, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein)business; (b) Dispositions of inventory and goods held for sale cash equivalents (determined in accordance with GAAP) in the ordinary course of business; (c) Dispositions of equipment or Real Estate real property to the extent that (i) such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if or (ii) the proceeds of such property is Collateral, then Disposition are reasonably promptly applied to the purchase price of such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Partiesproperty; (d) Dispositions of property by the Borrower or any Subsidiary to the Borrower Borrower, a wholly owned Subsidiary, or to a whollyQualified Non-owned Restricted Wholly Owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either Disposition shall be the Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03for fair market value and on arm’s-length terms; (e) Dispositions permitted by Sections 7.04 (a), (b), (c), (d), (f) and (g)Section 6.03; (f) bulk sales or other dispositions any issuance of Equity Interests of the inventory Borrower; (g) Dispositions by the Borrower and its Subsidiaries of the Borrower Specified Florida Properties and the Idle Properties; (h) the sale, transfer or a Restricted Subsidiary not disposition of accounts in connection with the collection or compromise thereof in the ordinary course of business; (i) licenses of IP Rights in the ordinary course of business in connection and substantially consistent with Store closings, at arm’s length, provided, that such Store closures and related Inventory dispositions shall not exceed (i) in any Fiscal Year, ten percent (10%past practice or as otherwise permitted by Section 8(d) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunderSecurity Agreement; (gj) grants Dispositions made pursuant to the terms of licenses of Intellectual Property any Plan or Employee Benefit Arrangement in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; (hk) Dispositions by the Borrower and the Restricted its Subsidiaries not otherwise permitted under this Section 7.056.04; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, Disposition and (ii) the aggregate book fair market value of all property Disposed of in reliance on this clause (hk) in any Fiscal Year of Borrower fiscal year shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 7510% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary Borrower’s consolidated assets (determined in cash (accordance with an assumption of Indebtedness (other than Subordinated IndebtednessGAAP) as of the Borrower or such Restricted Subsidiary by a purchaser in connection with last day of the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of businessimmediately preceding fiscal year; and (jl) so long as no Default shall occur and be continuing, the grant of any issuance or sale of Equity Interests in, or sale of Indebtedness option or other securities of, an Unrestricted Subsidiaryright to purchase any asset in a transaction that would be permitted under the provisions of Section 6.04 above; and provided, however, that (x) any Disposition pursuant to clauses (aSection 6.04(k) though (d)is for consideration at least equivalent to fair market value of the property or assets Disposed, and clauses (fy) and (h) Dart shall be for fair market valuenot transfer or otherwise Dispose of any Material Xxxx except as permitted pursuant to Section 6.04(i).

Dispositions. Make any Disposition or enter into any agreement to make any DispositionDisposition (including the sale of any Equity Interests of any Subsidiary or Excluded Subsidiary), except: (a) Dispositions of obsolete or worn out property, or property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein)business; (b) Dispositions of inventory and goods held for sale in the ordinary course of business; (c) Dispositions of equipment or Real Estate real property to the extent that (i) such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if or (ii) the proceeds of such property is Collateral, then Disposition are reasonably promptly applied to the purchase price of such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Partiesproperty; (di) Dispositions of property by the Borrower or any Subsidiary to the 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 (ii) Dispositions by the Borrower or any Subsidiary to an Excluded Subsidiary that is a Domestic Subsidiary, (iii) Dispositions by the Borrower or any Subsidiary Guarantor to a Foreign Subsidiary so long as, if such Disposition were deemed an Investment, such transaction is permitted by Section 7.02, and (iv) Dispositions by the Borrower or an Investment permitted under Section 7.03any Subsidiary to a Domestic Subsidiary that is not wholly owned and is not a Guarantor; (e) Dispositions permitted by Sections 7.04 (a), (b), (c), (d), (f) Section 7.02 and (g)Section 7.04; (f) bulk sales or other dispositions of the inventory of Dispositions by the Borrower and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $25,000,000 from and after the Closing Date; (g) exclusive or a Restricted Subsidiary not non-exclusive licenses of IP Rights among the Borrower and its Subsidiaries and non-exclusive licenses of IP Rights to third parties in the ordinary course of business in connection and substantially consistent with Store closingspast practice; (h) So long as no Default or Event of Default shall exist or would result from such Disposition, at Dispositions of any Unit to a present or future franchisee of the Borrower or any Subsidiary subject to franchise and royalty arrangements entered into on an arm’s length, provided, that such Store closures and related Inventory dispositions shall not exceed length basis; (i) in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in Dispositions made for charitable purposes; provided that the aggregate book value of all property Disposed of in reliance on this clause (i) from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agentnot exceed $10,000,000; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder;and (g) grants of licenses of Intellectual Property in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; (hj) Dispositions by the Borrower and the Restricted its Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default or Event of Default shall exist or would result from such Disposition, Disposition and (ii) the aggregate book value of all property Disposed of in reliance on this clause (hi) in any Fiscal Year of Borrower from and after the Closing Date shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause fifteen percent (h) and (iii) at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness15%) of the consolidated total assets of the Borrower or such Restricted Subsidiary by a purchaser in connection with and its Subsidiaries as of the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business; and (j) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that any Disposition pursuant to clauses (a) though (d), and clauses (f) and (h) shall be for fair market valueClosing Date.

Dispositions. Make any Disposition Cause, make or enter into any agreement suffer to make any exist a Disposition, except: (a) Dispositions any Disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out property, or property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, equipment in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of or any Store or the inventory and other assets located therein); (b) Dispositions disposition of inventory and or goods (or other assets) held for sale in the ordinary course of business; (b) the Disposition of all or substantially all of the assets of the Borrower and its Restricted Subsidiaries in a manner permitted pursuant to the provisions described above under Section 6.04; (c) Dispositions the making of equipment any Restricted Payment or Real Estate Permitted Investment that is permitted to the extent that such property be made, and is exchanged for credit against all or a portion of the purchase price of similar replacement property andmade, if such property is Collateral, then such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Partiesunder Section 6.03; (d) Dispositions any Disposition of property or assets or issuance of Equity Interests (A) by any a Restricted Subsidiary of the Borrower to the 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 the Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03; (eB) Dispositions permitted by Sections 7.04 (a), (b), (c), (d), (f) and (g); (f) bulk sales or other dispositions of the inventory of the Borrower or a Restricted Subsidiary not of the Borrower to another Restricted Subsidiary of the Borrower; provided that in the ordinary course case of business any event described in connection clause (B) where the transferee or purchaser is not a Guarantor, then at the option of the Borrower, either (1) such disposition shall constitute a Disposition for purposes of the definition of Prepayment Asset Sale or (2) the Net Cash Proceeds thereof, when aggregated with Store closingsthe amount of Permitted Investments made pursuant to clauses (a) and (c) of the definition thereof, at arm’s length, provided, that such Store closures and related Inventory dispositions shall not exceed (i) the dollar amount set forth in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning final proviso of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunderdefinition; (ge) grants any Permitted Asset Swap; (f) the sale, lease, assignment, license or sub-lease of licenses of Intellectual Property any real, intangible or personal property in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; (h) Dispositions by the Borrower and the Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (h) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business; and (jg) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that any Disposition pursuant to clauses (a) though (d), and clauses (f) and ; (h) sales of accounts receivable, or participations therein, by any Restricted Subsidiary that is not a Restricted Guarantor in connection with any Receivables Facility; (i) any sale or other disposition in connection with any financing transaction with respect to property built or acquired by the Borrower or any Restricted Subsidiary after the Closing Date (excluding property constituting Revolving Facility Primary Collateral), including Sale and Lease-Back Transactions and asset securitizations permitted under this Agreement; (j) sales of accounts receivable in connection with the collection or compromise thereof; (k) transfers of property subject to casualty or condemnation proceedings (including in lieu thereof) upon the receipt of the net cash proceeds therefor; provided such transfer shall be constitute a Property Loss Event; (l) the abandonment of intellectual property rights in the ordinary course of business, which in the reasonable good faith determination of the Borrower or a Restricted Subsidiary are not material to the conduct of the business of the Borrower and its Restricted Subsidiaries taken as a whole; (m) voluntary terminations of Hedging Obligations; (n) Dispositions (including Sale and Lease-Back Transactions) by a Foreign Subsidiary designed to generate foreign distributable reserves; (o) any Disposition to the extent not involving property (when taken together with any related Disposition or series of related Dispositions) with a fair market value in excess of $25,000,000; and (p) Dispositions (other than Dispositions by the Borrower and the Restricted Guarantors primarily of Accounts and Inventory) not otherwise permitted under this Section 6.05; provided that: (i) at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Obligations or that are owed to the Borrower or a Restricted Subsidiary, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all 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 such Disposition, and (C) any Designated Non-Cash Consideration received by the Borrower or such Restricted Subsidiary in such Disposition 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 to exceed the greater of $50,000,000 and 2.00% 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, shall be deemed to be cash for purposes of this provision and for no other purpose; or (ii) any Disposition of assets or issuance or sale of Equity Interests of a Restricted Subsidiary in any transaction or series of related transactions, when taken together with all other dispositions made in reliance on this paragraph (p), does not have a fair market value in excess of 10.0% of Total Assets of the Borrower on the Closing Date, unless immediately after giving effect to such Disposition or sale of Equity Interests, Excess Cash Availability would exceed $150,000,000; and (q) Sale and Lease-Back Transactions involving (i) real property owned on the Closing Date (other than any Mortgaged Property), (ii) property acquired not more than 180 days prior to such Sale and Lease Back Transaction for cash in an amount at least equal to the cost of such property and (iii) other property for cash consideration if the sale is treated as a Prepayment Asset Sale; provided that the consideration received by the Borrower or such Restricted Subsidiary, as the case may be, with respect to any Disposition of any property with a fair market value in excess of $25,000,000 must be at least equal to the fair market value (as determined in good faith by the Borrower) of the assets sold or otherwise disposed of. To the extent any Collateral is disposed of as expressly permitted by this Section 6.05 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 shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

Dispositions. Make Convey, sell, lease, transfer, assign, or otherwise dispose of (including, without limitation, pursuant to a Division) (collectively, “Transfer”), or permit any Disposition of its Subsidiaries to Transfer, all or enter into any agreement to make any Dispositionpart of its business or property, except: except for Transfers (a) Dispositions of Inventory in the ordinary course of business; (b) of worn-out, surplus or obsolete or worn out propertyEquipment that is, or property (including Intellectual Property) that is in the reasonable judgment of Borrower, no longer used economically practicable to maintain or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein); (b) Dispositions of inventory and goods held for sale in the ordinary course of business; Borrower; (c) Dispositions consisting of equipment or Real Estate to the extent that such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if such property is Collateral, then such replacement property is made subject to Permitted Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Parties; Permitted Investments; (d) Dispositions consisting of property by the sale or issuance of any Subsidiary to the stock, partnership, membership, or other ownership interest or other equity securities of 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 the Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03; 6.2 of this Agreement; (e) Dispositions permitted consisting of Borrower’s or its Subsidiaries’ use or transfer of money or Cash Equivalents in a manner that is not prohibited by Sections 7.04 (a)the terms of this Agreement or the other Loan Documents, (b), (c), (d), including without limitation cash returns or refunds of customer payments; (f) and (g); (f) bulk sales or other dispositions of non-exclusive licenses for the use of the inventory property of the Borrower or a Restricted Subsidiary 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 (i) in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder; (g) grants of licenses of Intellectual Property Subsidiaries in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; other licenses permitted pursuant to part (h) Dispositions by of the Borrower and the Restricted Subsidiaries defined Permitted Liens; (g) other Transfers not otherwise permitted under this Section 7.05; provided that to exceed One Hundred Thousand Dollars (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (h$100,000) in any Fiscal Year of Borrower shall not exceed $10.0 milliontwelve (12) month period; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business; and (j) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that any Disposition pursuant to clauses (a) though (d), and clauses (f) and (h) other Transfers in which Borrower will receive cash proceeds in an amount equal to no less than seventy-five percent (75%) of such other Transfer consideration (fixed or contingent) paid or payable to Borrower or its Subsidiary. For the avoidance of doubt, none of (a) the sale of any Permitted Convertible Indebtedness, (b) the sale of any Warrant Transaction, (c) the purchase of any Bond Hedge Transaction or (d) the performance by Borrower of its obligations under any Permitted Convertible Indebtedness, any Warrant Transaction or any Bond Hedge Transaction (including the settlement or termination of any Bond Hedge Transaction or Warrant Transaction) shall be for fair market valueconstitute a Transfer.

Dispositions. Make (1) (x) each of the Project Guarantors shall not, directly or indirectly, make any Disposition or enter into any agreement to make any Disposition, except (a) the granting of the Liens to the Collateral Agent pursuant to the Collateral Documents, (b) any Restricted Payment made by a Project Guarantor to Borrower to the extent permitted hereunder and (c) any Disposition constituting an operating deficit loan made by a Project Guarantor to a Project Company that is made as and when required pursuant to the applicable Project Company Operating Agreement and in accordance with the terms and conditions of such agreement, and (y) subject to the proviso at the end of Article VII, the Project Guarantors shall take all Relevant Member Action to cause each of the Project Companies not to directly or indirectly, make any Disposition or enter into any agreement to make any Disposition except each Project Company may make (a) any Restricted Payment made by a Project Company to Project Guarantor to the extent permitted hereunder and (b) any other Disposition that is required pursuant to the Tax Equity Transaction Documents. (2) The Borrower and the Operating Guarantors shall not, and the Borrower and each Operating Guarantor shall cause each of the Other Subsidiaries not to, directly or indirectly, make any Disposition or enter into any agreement to make any Disposition, except: (a) (i) Dispositions of obsolete obsolete, surplus or worn out property, or property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, the ordinary course of business and Dispositions in the ordinary course of business of property no longer used or useful in the conduct of the business of the Borrower or any of the Operating Guarantors or any of the Other Subsidiaries and (it being understood that this ii) Dispositions of property no longer used or useful in the conduct of the business of the Borrower, the Operating Guarantors and the Other Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (aj) does below) in an aggregate amount not include the liquidation of any Store or the inventory and other assets located therein)to exceed $7,500,000; (b) Dispositions of inventory and inventory, goods held for sale in the ordinary course of business and immaterial assets (including allowing any registrations or any applications for registration of any intellectual property to lapse or go abandoned) in the ordinary course of business; (c) Dispositions of equipment or Real Estate property to the extent that (i) such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if or (ii) the proceeds of such property is Collateral, then Disposition are promptly applied to the purchase price of such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Partiesproperty; (d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Restricted Subsidiarythe Operating Guarantors; provided that if the transferor of such property is a Subsidiary GuarantorLoan Party, (i) the transferee thereof must either be the Borrower a Loan Party or a Subsidiary Guarantor or (ii) if such transaction constitutes an Investment Investment, such transaction is permitted under Section 7.037.02; (e) Dispositions to the extent constituting Dispositions, the granting of Liens permitted by Sections Section 7.01, the making of Investments permitted by Section 7.02, mergers, consolidations and liquidations permitted by Section 7.04 (a), (b), (c), (d), (f) and (g)Restricted Payments permitted by 7.06; (f) bulk sales Dispositions of Cash Equivalents; (g) leases, subleases, licenses or sublicenses (including the provision of software or the licensing of other dispositions of the inventory of the Borrower or a Restricted Subsidiary not intellectual property rights), in each case 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 (i) in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder; (g) grants of licenses of Intellectual Property in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted its Subsidiaries, taken as a whole; (h) transfers of property subject to Casualty Events; (i) Dispositions by the Borrower and the Restricted Subsidiaries of property not otherwise permitted under this Section 7.05 (subject to the proviso at the end of this Section 7.05) in an aggregate amount during the term of this Agreement not to exceed $7,500,000; provided that (i) at the time of such DispositionDisposition (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, (ii) the aggregate book value of all property Disposed of in reliance on this clause (h) in any Fiscal Year such Disposition is not to an Affiliate of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more (other than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (ha Loan Party) and (iii) at least with respect to any Disposition pursuant to this clause (i) for a purchase price in excess of $2,500,000, the Borrower, the Operating Guarantors or the Other Subsidiaries shall receive not less than 75% of such consideration in the purchase price for such asset shall be paid to form of cash or Cash Equivalents (in each case, free and clear of all Liens at the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (time received, other than Subordinated Indebtednessnonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(2)(a), (2)(f), (2)(k), (2)(p), (2)(q) and (2)(bb), and clauses (i) and (ii) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iiiSection 7.01(2)(r)); (ij) Licenses for [intentionally omitted]; (k) Dispositions or discounts without recourse of accounts receivable in connection with the conduct compromise or collection therein in the ordinary course of licensed departments business; (l) Dispositions by an Operating Guarantor of Projects, PV Systems or Customer Agreements to any third party purchaser on an arms’ length basis; (m) Dispositions of Projects, PV Systems or Customer Agreements by Borrower or another Loan Party to a Project Company pursuant to any Tax Equity Transaction Document; (n) [intentionally omitted]; (o) Dispositions of SRECs and other than to an Affiliate of any Loan Party) within any Store environmental attributes associated with PV Systems in the ordinary course of business; and (jp) the unwinding of any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted SubsidiarySwap Contracts pursuant to its terms; provided, however, that neither Parent nor the Borrower shall at any time Dispose of any Equity Interests it owns or holds in the Borrower or any Project Guarantor (other than by granting Liens to the Collateral Agent pursuant to the Collateral Documents), no Project Guarantor may Dispose of any Equity Interests it owns or holds in any Project Company (other than by granting Liens to the Collateral Agent pursuant to the Collateral Documents). provided further that (i) any Disposition of any property pursuant to clauses (aSection 7.05(i) though (d), and clauses (f) and (hor Section 7.05(l) shall be for no less than the fair market valuevalue of such property at the time of such Disposition and (ii) to the extent the proceeds of any Disposition permitted under this Section 7.05 are Cash Equivalents, the Loan Party receiving such Cash Equivalents shall immediately deposit such Cash Equivalents into a Controlled Account. 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 DispositionDisposition (other than Dispositions permitted pursuant to Sections 7.01, 7.04(a)—(d) and 7.06), except: (a) Dispositions of obsolete surplus, obsolete, used or worn out propertyproperty or other property that, or property (including Intellectual Property) that in the reasonable judgment of the Borrower, is no longer used or useful in the its business (but excluding any real property); (i) Dispositions of the Borrower and its Restricted Subsidiaries whether now owned inventory, equipment or hereafter acquired, in each case, accounts receivable in the ordinary course of business and (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein); (bii) Dispositions of inventory and goods held for sale accounts receivable in connection with a factoring facility in an aggregate outstanding principal amount not to exceed $25,000,000 at any time entered into by a non-Guarantor Restricted Subsidiary of the Borrower undertaken consistent with past practice or in the ordinary course of business; (c) Dispositions of equipment or Real Estate to the extent that such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if such property is Collateral, then such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Partiesassets set forth on Schedule 7.05; (d) Dispositions of property by any Subsidiary cash and Cash Equivalents pursuant to the 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 the Borrower or a Subsidiary Guarantor or an Investment transactions permitted under this Agreement (including pursuant to Section 7.037.02) or otherwise in the ordinary course of business; (e) Dispositions permitted by Sections 7.04 (a), (b), (c), (d), (f) and (g)of Receivables Assets pursuant to Permitted Securitization Programs; (f) bulk sales or other dispositions (A) the sale of the inventory of the Borrower or a Restricted Subsidiary not defaulted receivables in the ordinary course of business and not as part of a Permitted Securitization Program and (B) Dispositions of receivables in connection with Store closingsthe compromise, at arm’s length, provided, that such Store closures and related Inventory dispositions shall not exceed (i) in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) settlement or collection thereof in the aggregate from and after the Closing Date, twenty-five percent (25%) ordinary course of the number of the Borrower’s and its Restricted Subsidiaries’ Stores business or in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunderbankruptcy or similar proceeding; (g) grants licensing, sublicensing and cross-licensing arrangements involving any technology or other intellectual property of licenses the Borrower or any Restricted Subsidiary in the ordinary course of Intellectual Property business or lapse or abandonment of intellectual property rights in the ordinary course of business that, in the reasonable judgment of the Borrower, is no longer useful in its business; (h) Permitted Asset Swaps; (A) the grant in the ordinary course of business of any non-exclusive easements, permits, licenses, rights of way, surface leases or other surface rights or interests and (B) any lease, sublease or license of assets (with a Loan Party as the lessor, sublessor or licensor) in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; (hi) Dispositions by transfers of condemned property as a result of the Borrower and the Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided exercise of “eminent domain” or other similar policies or (ii) transfers of properties that have been subject to a casualty event or act of god; (k) if immediately after giving effect to such Disposition, (i) at the time no Event of such Disposition, no Default shall exist or would result from such Dispositionhas occurred and is continuing, (ii) the aggregate book consideration received for such Disposition shall be in an amount at least equal to the fair market value of all property Disposed of thereof as reasonably determined by the Borrower in reliance on this clause (h) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) good faith and (iii) at least 75% of the purchase price consideration for such asset Dispositions undertaken pursuant to this Section 7.05(k) shall be paid in cash or Cash Equivalents, provided that, for purposes of this provision, each of the following shall be deemed to be cash: (A) any securities, notes, other obligations or assets received by the Borrower or any Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents within 180 days of the receipt thereof, to the extent of the cash or Cash Equivalents received in cash that conversion; (with an assumption B) any liabilities of Indebtedness the Borrower or any Restricted Subsidiary (other than Subordinated Indebtednesscontingent liabilities) that are assumed by the transferee of any such assets and as a result of which the Borrower or such Restricted Subsidiary is released from further liability; and (C) any Designated Non-Cash Consideration received by a purchaser the Borrower or any of its Restricted Subsidiaries in connection such Disposition; provided that the quantity equal to (1) the aggregate fair market value of such Designated Non-Cash Consideration, as reasonably determined by the Borrower in good faith, taken together with the applicable Disposition shall be deemed fair market value at the time of receipt of all other Designated Non-Cash Consideration received pursuant to be cash for the purposes of this clause (iiiB) minus (2) the amount of Net Proceeds previously realized in cash from prior Designated Non-Cash Consideration shall not exceed $25,000,000; (l) any Investment permitted pursuant to Sections 7.02(l) or 7.02(m)), which constitutes a Disposition; (m) Dispositions that do not constitute Asset Sales; (n) to the extent allowable under Section 1031 of the Code, or any comparable or successor provision, any like kind exchange of property for use in a Similar Business; (i) Licenses for any surrender or waiver of contractual rights or the conduct settlement, release, or surrender of licensed departments (contractual rights or other than to an Affiliate of any Loan Party) within any Store litigation claims in the ordinary course of businessbusiness or (ii) any settlement, discount, write off, forgiveness, or cancellation of any Indebtedness owing by any present or former directors, officers, or employees of the Borrower or` any Restricted Subsidiary or any of their successors or assigns; (p) the unwinding or termination of any Hedging Obligations; and (jq) any issuance or the sale of Equity Interests in, or sale assets by the Borrower and its Restricted Subsidiaries consisting of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, Real Property solely to the extent that any Disposition pursuant to clauses (a) though (d), such Real Property is not necessary for the normal conduct of operations of the Borrower and clauses (f) and (h) shall be for fair market valueits Restricted Subsidiaries.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions by the Borrower and its Subsidiaries of obsolete damaged, obsolete, unusable or worn out property, or property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, or surplus equipment acquired in connection with the Acquisition, which such surplus equipment is no longer necessary to the conduct of the operations of the Borrower and its Subsidiaries as a result of the consolidation of operations following the Acquisition, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein)business; (b) Dispositions by the Borrower and its Subsidiaries of (i) inventory and goods held for sale in the ordinary course of businessbusiness and (ii) equipment procured on behalf of a customer in the ordinary course of business and pursuant to a (A) purchase order, (B) written contract or (C) other express agreement; (c) Dispositions by the Borrower and its Subsidiaries of equipment or Real Estate real property to the extent that (i) such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if or (ii) the proceeds of such property is Collateral, then Disposition are reasonably promptly applied to the purchase price of such replacement property is made subject within one hundred and eighty (180) days after receipt thereof, or have been committed to Liens be reinvested within such one hundred eighty (180) day period and security interests in favor of are thereafter actually reinvested within two hundred seventy (270) days after the Collateral Agent for the benefit of the Credit Partiesreceipt thereof; (d) Dispositions of property by any Subsidiary of the Borrower of property to the Borrower or to a wholly-owned Restricted Subsidiaryany other Subsidiary of the Borrower which has satisfied any relevant requirements of Section 7.15; provided PROVIDED that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03Guarantor; (e) Dispositions by the Borrower and its Subsidiaries permitted by Sections 7.04 (a), (b), (c), (d), (f) and (g)SECTION 8.04; (f) bulk licenses of IP Rights by the Borrower and its Subsidiaries in the ordinary course of business; (g) Dispositions by the Borrower and its Subsidiaries not to exceed $2,300,000 in the aggregate during the term of this Agreement; (h) sales or other dispositions discounts or receivables by the Borrower and its Subsidiaries in the ordinary course of business; (i) the inventory lease or license of real or personal property by the Borrower and its Subsidiaries in the ordinary course of business; (j) Dispositions by the Borrower and its Subsidiaries consisting of leases and subleases of real property solely to the extent that such real property is not necessary for the normal conduct of operations of the Borrower and its Subsidiaries; and (k) Dispositions by the Borrower or a Restricted any Subsidiary not thereof, of assets acquired in connection with any Permitted Acquisition that the Borrower or such Subsidiary intended to sell at the time of such Permitted Acquisition; PROVIDED (i) such assets were identified in writing to the Lenders at the time of such Permitted Acquisition and (ii) the aggregate fair market value of such assets does NOT exceed fifteen percent (15%) of the aggregate purchase price paid in connection with such Permitted Acquisition (including, without limitation, all cash payments, 56 Indebtedness and other obligations assumed, earn-out payments (valued at an amount to be agreed upon between the Borrower and the Required Lenders), seller financing, deferred payments or equity issued) and (iii) the Net Cash Proceeds from each such Disposition shall be applied to the mandatory prepayment of the Bridge Notes in accordance with SECTION 4.03; and (l) other Dispositions of property by the Borrower and its Subsidiaries in the ordinary course of business in connection with Store closings, at arm’s length, provided, or as otherwise permitted by the Required Lenders; PROVIDED that the Net Cash Proceeds from each such Store closures and related Inventory dispositions Disposition shall not exceed (i) in any Fiscal Year, ten percent (10%) be applied to the mandatory prepayment of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be Bridge Notes in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative AgentSECTION 4.03; providedPROVIDED, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder; (g) grants of licenses of Intellectual Property in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; (h) Dispositions by the Borrower and the Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (h) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business; and (j) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, howeverHOWEVER, that any Disposition pursuant to clauses (a) though through (d), and clauses (f) and (hg) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete obsolete, worn out, retired or worn out surplus property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory and immaterial assets in the ordinary course of business; (c) the rental, lease or sublease of real property or equipment in the ordinary course of business; (including Intellectual Propertyd) Dispositions of property to the extent that (i) such property is no longer exchanged for credit against the purchase price of property used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned (other than inventory and financial assets) or hereafter acquired, in each case, (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of property used or useful in the ordinary course business of business the Borrower and its Subsidiaries (it being understood that this clause (a) does not include the liquidation of any Store or the other than inventory and other assets located thereinfinancial assets); (be) Dispositions of inventory property subject to Casualty Events; (f) each Loan Party and goods held for sale each of its Subsidiaries may surrender or waive contractual rights and settle or waive contractual or litigation claims in the ordinary course of business; (c) Dispositions of equipment or Real Estate to the extent that such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if such property is Collateral, then such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Parties; (dg) Dispositions of property by any Subsidiary to the 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 the Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03Loan Party; (eh) Dispositions permitted by Sections 7.04 (a), (b), (c), (d), (f) and (g)Section 7.04; (fi) bulk sales or other dispositions of the inventory of Dispositions by the Borrower and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $20,000,000 from and after the Closing Date; (j) the sale or a Restricted Subsidiary not discount without recourse of accounts receivable arising in the ordinary course of business in connection with Store closingsthe compromise or collection thereof; (k) the abandonment, at arm’s lengthcancellation, providednon-renewal, or discontinuance of use or maintenance of IP Rights if the Borrower determines in good faith that such Store closures Disposition is desirable in the conduct of its business and related Inventory dispositions shall not exceed materially disadvantageous to the interests of the Lenders; (l) leases, subleases and licenses of IP Rights (i) in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder; (g) grants of licenses of Intellectual Property in the ordinary course of businessbusiness and (ii) otherwise, in each case which do not materially interfere with the business of the Borrower and the Restricted its Subsidiaries, taken as a whole; (hm) transactions otherwise permitted under Section 7.01, 7.03 or 7.06; (n) Dispositions by the Borrower and the Restricted its Subsidiaries not otherwise permitted under this Section 7.05; provided that (ix) at the time of such Disposition, no Default shall exist or would result from such Disposition, (iiy) the aggregate book fair market value of all property Disposed of in reliance on this clause (hn) in any Fiscal Year fiscal year of the Borrower shall not exceed 10% of Consolidated Assets as of the end of the fiscal year immediately preceding any such asset sale (or, in the case of Dispositions during the period beginning on the Closing Date and ending on December 31, 2008, $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h15,000,000) and (iiiz) at least 75% of the purchase price consideration received for such asset shall be paid to consist of cash; (o) Dispositions of Margin Stock for cash and for fair market value as determined in good faith by the Borrower or such Restricted Subsidiary in cash (with an assumption board of Indebtedness (other than Subordinated Indebtedness) directors of the Borrower or such Restricted Subsidiary by a purchaser Borrower; provided that the cash proceeds received in connection with the applicable any such Disposition shall be deemed to be of Margin Stock are held in cash for the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of businessor Cash Equivalents; and (jp) to the extent constituting a Disposition, the issuance by the Borrower or any issuance or sale of its Subsidiaries of its Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted SubsidiaryInterests; provided, however, that any Disposition pursuant to clauses this Section 7.05 (aexcept for (i) though (d), and clauses (fDispositions from a Loan Party to a Loan Party pursuant to Section 7.05(g) and (hii) Dispositions pursuant to Section 7.05(e), 7.05(h), 7.05(j), 7.05(m) or 7.05(p)) shall be for fair market value.

Dispositions. Make The Borrower will not, and shall cause each Restricted Subsidiary not to, directly or indirectly, make any Disposition (including pursuant to a Division) or enter into any agreement to make any DispositionDisposition (including pursuant to a Division) unless such agreement includes an express condition precedent to closing that the Borrower or the applicable Restricted Subsidiary shall have obtained all requisite consents under this Agreement, except: (a) Dispositions of obsolete or worn out property, or property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein)business; (b) Dispositions of inventory and goods held for sale in the ordinary course of business; (c) Dispositions of equipment or Real Estate real property to the extent that (i) such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if or (ii) the proceeds of such property is Collateral, then Disposition are reasonably promptly applied to the purchase price of such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Partiesproperty; (d) Dispositions of property by any Subsidiary Guarantor to any other Guarantor or to the 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 the Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03Borrower; (e) Dispositions permitted by Sections 7.04 (a), (b), (c), (d), (f) and (g)Section 8.04; (f) bulk sales or Dispositions of property (other dispositions than Equity Interests of a Loan Party) having a Fair Market Value of the inventory greater of (x) $15,000,000 and (y) 5.0% of Consolidated Adjusted EBITDA of the Borrower or a Restricted Subsidiary 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 (i) in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of Subsidiaries for the beginning Calculation Period then most recently ended at the time of such Fiscal Year Disposition or (net of new Store openings in such Fiscal Yeareither case) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings less in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereundersingle transaction or series of related transactions; (g) grants licenses and sub-licenses by the Borrower or any Restricted Subsidiary, in each case on a non-exclusive basis, of licenses of Intellectual Property patents, trademarks, copyrights and other intellectual property rights in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole;; and (h) Dispositions by the Borrower and the Restricted Subsidiaries not otherwise permitted under this Section 7.058.05; provided that that: (i) at the time of such Disposition, no Event of Default shall exist or would result from such Disposition, ; (ii) the aggregate book value Borrower or the applicable Restricted Subsidiary receives consideration at the time of all such Disposition at least equal to the Fair Market Value of the property Disposed of in reliance on this clause (h) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and subject to such Disposition; (iii) at least 75% of such consideration consists of cash or Cash Equivalents; provided that with respect to this clause (iii): (A) the purchase price assumption of Indebtedness of the Borrower or a Restricted Subsidiary which is not subordinated to the Obligations shall be deemed to be Cash Equivalents if the Borrower, such Restricted Subsidiary and all other Restricted Subsidiaries, to the extent any of the foregoing are liable with respect to such Indebtedness, are expressly released from all liability for such asset shall be paid to Indebtedness by the holder thereof in connection with such Disposition; (B) any securities or notes received by the Borrower or such Restricted Subsidiary, as the case may be, from such transferee that are converted by the Borrower or such Restricted Subsidiary in into cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) or Cash Equivalents within 30 days of the Borrower or date of such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of businessCash Equivalents; and (jC) any issuance or sale Designated Non-Cash Consideration received in respect of such Disposition shall have 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 the greater of (x) $20,000,000 and (y) 7.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Disposition, with the Fair Market Value of each item of Designated Non-Cash Consideration measured at the time received and without giving effect to subsequent changes in value; (iv) the Net Cash Proceeds of such Disposition are applied and/or Reinvested to the extent required by Section 2.05(d); and (v) no Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, any Restricted Subsidiary that any Disposition is a Guarantor may be Disposed of pursuant to clauses (a) though (d), and clauses (f) and this clause (h) shall be for fair market valueunless all of its Equity Interests are so Disposed of.

Dispositions. Make (A) No Intermediate Parent shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, make any Disposition, except (1) pursuant to a Release Transaction as to which the Release Conditions have been satisfied, (2) Dispositions of property by one Borrower to another Borrower, (3) Dispositions of property by any Subsidiary of a Borrower to such Borrower or to another Subsidiary of such Borrower, provided, that (x) if the transferor is a Subsidiary Guarantor, then the transferee must be such Borrower or a Subsidiary Guarantor and (y) if the property subject to such Disposition includes any Collateral, then, after giving effect to such Disposition, such property shall continue to constitute Collateral, (4) Disposition of property by SPT Acquisitions Holdco to the extent not constituting Collateral and (5) Dispositions of property by any Subsidiary of SPT Acquisitions Holdco to another Subsidiary of SPT Acquisitions Holdco, provided, that (x) if the transferor is a Subsidiary Guarantor, then the transferee must be a Subsidiary Guarantor and (y) if the Equity Interests of the transferor constitute Collateral, then the Equity Interests of the transferee must constitute Collateral. (B) The Parent shall not, nor shall it permit any of its Subsidiaries (other than the Intermediate Parents and any Subsidiary of an Intermediate Parent) to, directly or indirectly, make any Disposition or enter into any agreement to make any Disposition, except: (ai) Dispositions of obsolete or worn out property, or property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein); (b) Dispositions of inventory and goods held for sale in the ordinary course of business; (c) Dispositions of equipment or Real Estate to the extent that such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if such property is Collateral, then such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Parties; (dii) Dispositions of property by any Subsidiary to (other than the Borrower or Borrowers) to a wholly-owned Restricted SubsidiaryGuarantor; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03Guarantor; (eiii) Dispositions permitted by Sections 7.04 clause (aB)(i), (b), B)(ii) or (c), (d), (fB)(iii) and (g);of Section 7.04; and (fiv) bulk sales or any other dispositions Disposition of the inventory of the Borrower or a Restricted Subsidiary assets not in the ordinary course of business in connection with Store closings, at arm’s lengthconstituting Collateral, provided, that (x) such Store closures and related Inventory dispositions Disposition shall not exceed (i) not, in any Fiscal Year, ten percent (10%) the reasonable opinion of the number of applicable Loan Party at the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning time of such Fiscal Year Disposition (net of new Store openings in or the commitment to enter into such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openingsDisposition), providedbe reasonably expected to result in a Material Adverse Effect, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder; (g) grants of licenses of Intellectual Property in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; (h) Dispositions by the Borrower and the Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that (iy) at the time of such Disposition, no Default shall exist have occurred and be continuing or would result from therefrom and (z) taking into account such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (h) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset Loan Parties shall be paid to the Borrower or such Restricted Subsidiary in cash (compliance, on a pro forma basis, with an assumption provisions of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business; and (j) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that any Disposition pursuant to clauses (a) though (d), and clauses (f) and (h) shall be for fair market valueSection 7.12.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, or property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each casethe ordinary course of business, and Dispositions of property deemed to be no longer useful in the conduct of the business of the Borrower or any of its Subsidiaries in the ordinary course of business (it being understood that this clause (a) does not include and as determined in the liquidation of any Store or the inventory and other assets located therein)Borrower’s commercially reasonable judgment; (b) Dispositions of inventory and goods held allowing any registrations or any applications for sale registration of any intellectual property to lapse or go abandoned, in each case, in the ordinary course of business; (c) Dispositions of equipment or Real Estate to the extent that such (i) any property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if such property is Collateral, then such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Parties; (d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Restricted Subsidiary; Subsidiary (except Dispositions pursuant to this subsection (c)(i) to a Securitization Entity and any of its Subsidiaries are not permitted unless such Dispositions are made during a Guaranty Release Period), provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be only any of the Borrower, a Guarantor or another wholly-owned Subsidiary that becomes a Guarantor concurrently with such transaction; and (ii) any property of the Borrower or a wholly-owned Subsidiary to a Subsidiary or Special Entity (except Dispositions pursuant to this subsection (c)(ii) to a Securitization Entity and any of its Subsidiaries are not permitted unless such Dispositions are made during a Guaranty Release Period), provided further that (x) if the transferor of such property is a Guarantor, the transferee thereof must be a Guarantor or an Investment another wholly-owned Subsidiary that becomes a Guarantor concurrently with such transaction and (y) if there exists any Event of Default at the time of any such Disposition or as a result of giving effect to any such Disposition, such Disposition under subsection (ii) hereof must be sales of property on fair and reasonable terms, in the ordinary course of business and consistent with past practices; (d) to the extent such transactions constitute Dispositions, (i) so long as no Event of Default pursuant to Sections 8.01(a)(i), 8.01(a)(ii) (with respect to interest on any Loan only), 8.01(f) or 8.01(g) exists before and immediately after giving effect to any such Dispositions, the transactions expressly permitted under by Section 7.037.02(e) or otherwise constituting sales of Securitization Assets pursuant to a Receivables Securitization and (ii) the transactions expressly permitted by Sections 7.04(a), (b), (c) and (d) and 7.06; (e) in addition to Dispositions permitted by Sections 7.04 subsections (a), (b), (c) and (d) preceding, so long as (i) no Default exists at the time the contractual obligation to make such Dispositions is entered into by the Borrower or its Subsidiaries, (ii) the Borrower is in pro-forma compliance with each of the covenants in Section 7.10 after giving effect to any such proposed Disposition, (iii) in each case such Disposition shall be for aggregate fair value (which shall be the price at which the Board of Directors of the relevant Person shall have agreed to sell such assets in an arm’s length transaction to an independent third party buyer which is not an Affiliate) and (iv) such Disposition (or series of Dispositions) shall not be of all or substantially all of the assets of the Borrower, the Borrower and its Subsidiaries may make any Disposition (except Dispositions pursuant to this subsection (e) to a Securitization Entity and any of its Subsidiaries are not permitted unless such Dispositions are made during a Guaranty Release Period); (f) in addition to Dispositions permitted by subsections (a), (b), (c), (d) and (e) preceding, so long as (i) no Event of Default under Section 8.01(a) exists before and immediately after giving effect to any such Dispositions, (ii) the Outstanding Amounts of all Committed Loans on any date of any Disposition are not more than zero and (iii) such Disposition is for fair value (which shall be the price at which the Board of Directors of the relevant Person shall have agreed to sell such assets in an arm’s length transaction to an independent third party buyer which is not an Affiliate), the Borrower and its Subsidiaries may make any Disposition (except (x) Dispositions of all or substantially all of the assets of the Borrower are not permitted, and (y) Dispositions pursuant to this subsection (f) to a Securitization Entity and any of its Subsidiaries are not permitted unless such Dispositions are made during a Guaranty Release Period); (g) in addition to Dispositions permitted by subsections (a), (b), (c), (d), (e) and (f) preceding, so long as (i) 100% of the Net Proceeds of each such Disposition are used by the Borrower immediately upon receipt thereof to prepay the Outstanding Amounts of all Committed Loans, and (ii) such Disposition is for fair value (which shall be the price at which the Board of Directors of the relevant Person shall have agreed to sell such assets in an arm’s length transaction to an independent third party buyer which is not an Affiliate), the Borrower and its Subsidiaries may make any Disposition (except (x) Dispositions of all or substantially all of the assets of the Borrower are not permitted, and (y) Dispositions pursuant to this subsection (g) to a Securitization Entity and any of its Subsidiaries are not permitted unless such Dispositions are made during a Guaranty Release Period); and (h) in addition to Dispositions permitted by subsections (a), (b), (c), (d), (e), (f) and (g); (f) bulk sales or other dispositions preceding, Dispositions consisting of the inventory of the Borrower or a Restricted Subsidiary 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 (i) in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder; (g) grants of licenses of Intellectual Property in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; (h) Dispositions by the Borrower and the Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (h) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business; and (j) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; Cash Equivalents for cash. provided, however, that any Disposition pursuant to clauses in each case of subsections (a) though through (d)g) above and notwithstanding anything in this Section 7.05 or otherwise herein or in any Loan Documents, and clauses (f) and (h) each such Disposition shall be be, in Borrower’s commercially reasonable judgment, for fair market value.

Dispositions. Make Parent shall not, and shall not permit any Disposition or enter into any agreement to make of its Restricted Subsidiaries to, consummate any Disposition, except: (a) Dispositions any disposition of cash, Cash Equivalents or Investment Grade Securities or damaged, obsolete or worn out propertyequipment or other assets, or property (including Intellectual Property) that is assets no longer used or useful in the business of Parent and the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquiredin the reasonable opinion Parent, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of or any Store or the inventory and other assets located therein); (b) Dispositions disposition of inventory and or goods (or other assets) held for sale or any lease of advertising space, in each case in the ordinary course of business; (b) the disposition of all or substantially all of the assets of Parent or a Restricted Subsidiary in a manner permitted pursuant to Section 7.03 (other than clause (g) thereof); (c) Dispositions the making of equipment any Restricted Payment that is permitted to be made, and is made, under Section 7.05 or Real Estate to the extent that such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if such property is Collateral, then such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Partiesany Permitted Investment; (d) Dispositions any disposition of property assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value (as determined in good faith by any Subsidiary Parent) not to the 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 the Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03exceed $10 million; (e) Dispositions permitted any disposition of property or assets or issuance of securities by Sections 7.04 (a)a Restricted Subsidiary to Parent or by Parent or a Restricted Subsidiary to another Restricted Subsidiary; provided, (b), (c), (d), (f) and (g)that any transfer from a Loan Party shall be to another Loan Party; (f) bulk sales or other dispositions to the extent qualifying for non-recognition under Section 1031 of the inventory Code, or any comparable or successor provision, any exchange of the Borrower or like property (excluding any boot thereon) for use in a Restricted Subsidiary 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 (i) in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunderSimilar Business; (g) grants the lease, assignment or sub-lease of licenses of Intellectual Property any real or personal property in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; (h) Dispositions by the Borrower and the Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (h) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business; and (j) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; (i) foreclosures on assets or Dispositions of asset required by Law, governmental regulation or any Governmental Authority; (j) sales of accounts receivable, or participations therein, in connection with any Receivables Facility; (k) any financing transaction (excluding by way of a Sale and Lease-Back Transaction) with respect to property built or acquired by Parent, or any of its Restricted Subsidiaries after the Closing Date; (l) the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of business (other than exclusive, world-wide licenses that are longer than three (3) years); (m) sales, transfers and other 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; (n) the lapse or abandonment of intellectual property rights in the ordinary course of business which, in the reasonable good faith determination of Parent, are not material to the conduct of the business of Parent and its Restricted Subsidiaries taken as a whole; (o) an issuance of Equity Interests pursuant to benefit plans, employment agreements, equity plans, stock subscription or shareholder agreements, stock ownership plans and other similar plans, policies, contracts or arrangements established in the ordinary course of business or approved by Parent in good faith; (p) any surrender or waiver of contract rights or the settlement, release, recovery on or surrender of contract, tort or other claims of any kind; (q) dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements; (r) dispositions of limited partnership or equivalent Equity Interests of Capital LLC for consideration at the time of any such disposition at least equal to the fair market value (as determined in good faith by Parent) of the interests disposed of, in each case in connection with “UPREIT” acquisitions that do not constitute a Change of Control; (s) dispositions for at least fair market value of any property the disposition of which is necessary for Parent to qualify, or maintain its qualification, as a REIT for U.S. federal income tax purposes, in each case, in Parent’s good faith determination; (t) the granting of Liens not prohibited by this Agreement; (u) Dispositions of Investments in and the property of joint ventures (to the extent any such joint venture constitutes a Restricted Subsidiary) so long as the aggregate fair market value (determined, with respect to each such Disposition, as of the time of such Disposition) of all such Dispositions does not exceed $10 million; and (v) Dispositions (including by way of any Sale and Lease-Back Transaction) with respect to which (1) Parent or any Restricted Subsidiary, as the case may be, receives consideration at the time of such Disposition at least equal to the fair market value (as determined in good faith by Parent) of the assets sold or otherwise disposed of; and (2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by Parent or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided, howeverthat the amount of: (i) any liabilities (as shown on Parent’s most recent consolidated balance sheet or in the footnotes thereto or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Borrower’s consolidated balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet, as determined in good faith by Parent) of Parent or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Obligations, that are assumed by the transferee of any such assets (or are otherwise extinguished by the transferee in connection with the transactions relating to such Disposition) and for which Parent and all such Restricted Subsidiaries have been validly released, (ii) any notes or other obligations or securities received by Parent or any such Restricted Subsidiary from such transferee that are converted by Parent or any such Restricted Subsidiary into cash or Cash Equivalents, or by their terms are required to be satisfied for cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received), in each case, within one hundred and eighty (180) days following the receipt thereof, and (iii) any Designated Non-cash Consideration received by Parent or such Restricted Subsidiary in such Disposition having an aggregate fair market value (as determined in good faith by Parent), taken together with all other Designated Non-cash Consideration received pursuant to clauses this clause (iii) that is at that time outstanding (but, to the extent that any such Designated Non-Cash Consideration is sold or otherwise liquidated for cash, minus the lesser of (a) though the amount of the cash received (d)less the cost of disposition, and clauses (fif any) and (hb) shall be for the initial amount of such Designated Non-Cash Consideration) not to exceed $200 million, with the fair market value (as determined in good faith by Parent) of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, or property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein)business; (b) Dispositions of inventory and goods held for sale in the ordinary course of business; (c) Dispositions of equipment by any Borrower or Real Estate any Restricted Subsidiary to the extent any Borrower or any Subsidiary Guarantor and Dispositions by a Restricted Subsidiary that such property is exchanged for credit against all not a Subsidiary Guarantor or Borrower to another Restricted Subsidiary that is not a portion of the purchase price of similar replacement property and, if such property is Collateral, then such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit PartiesSubsidiary Guarantor or Borrower; (d) other Dispositions (i) for fair market value and for consideration at least 75% of property by any Subsidiary to the Borrower which is cash or to a wholly-owned Restricted SubsidiaryCash Equivalents; provided that if such Cash Equivalents shall mature within 180 days after the transferor date of such property is a Subsidiary GuarantorDisposition, (ii) the transferee thereof must either proceeds of which shall be reinvested into the Borrower business of the Borrowers and their Restricted Subsidiaries within the Reinvestment Period or a Subsidiary Guarantor or an Investment permitted under applied in accordance with Section 7.032.05 if and to the extent required thereby and (iii) so long as the Loan Parties are in Pro Forma Compliance; (e) Dispositions permitted by Sections 7.04 (a), (b), (c), (d), (f) and (g); (f) bulk sales or other dispositions the dissolution of the inventory of the Borrower or a any Restricted Subsidiary 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 (i) in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) is not a Loan Party and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable is not material to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder; (g) grants of licenses of Intellectual Property in the ordinary course of business, which do not materially interfere with the business of the Borrower Borrowers and the their Restricted Subsidiaries, taken as a whole; (hf) Dispositions by the Borrower and the Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance set forth on this clause (h) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii))Schedule 8.04; (ig) Licenses for other Dispositions in an aggregate amount not to exceed $15,000,000 during the conduct term of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business; andthis Agreement; (jh) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; (i) Dispositions permitted by Section 8.03; (j) the lease or sublease of Real Property not constituting Indebtedness and not constituting a sale and leaseback transaction; (k) assignments, licenses, sublicenses, leases and subleases of intellectual property in the ordinary course of business; (l) Dispositions in connection with a Factoring Agreements permitted by Section 8.02(r); (m) Dispositions of cash equivalents in the ordinary course of business; provided, however, that any Disposition and (n) the granting of Liens permitted pursuant to clauses (a) though (d), and clauses (f) and (h) shall be for fair market valueSection 8.01.

Dispositions. Make The Parent REIT and the Company will not make any Disposition of any assets or enter into any agreement to make any Dispositionproperty, except: (a) Dispositions in the ordinary course of obsolete business (other than those Dispositions permitted under clause (b) of this Section 10.7), so long as (i) no Default or Event of Default shall exist immediately before or immediately after such Disposition, and (ii) the Company Parties will be in compliance, on a Pro Forma Basis following such Disposition, with the covenants set forth in Section 10.6 of this Agreement as demonstrated by a compliance certificate with supporting calculations delivered to the Required Holders on or prior to the date of such Disposition showing the effect of such Disposition; (b) Any of the following: (i) Dispositions of obsolete, surplus or worn out propertyproperty or other property not necessary for operations, or property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in the ordinary course of business and for no less than fair market value; (ii) Dispositions of equipment or real property to the extent that (A) such property is exchanged for credit against the purchase price of similar replacement property or (B) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property, in each case, case in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein)for no less than fair market value; (biii) Dispositions of inventory and goods held for sale Investments of the type described in Sections 10.9(b) and (c) in the ordinary course of business; (civ) Dispositions leases of equipment or Real Estate Property (other than any Unencumbered Borrowing Base Property) and personal property assets related thereto to the extent that such property is exchanged for credit against all or a portion of the purchase price of similar replacement property any TRS; and, if such property is Collateral, then such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Parties; (d) Dispositions of property by any Subsidiary to the 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 the Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03; (e) Dispositions permitted by Sections 7.04 (a), (b), (c), (d), (f) and (g); (f) bulk sales or other dispositions of the inventory of the Borrower or a Restricted Subsidiary 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 (iv) in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, order to resolve disputes that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder; (g) grants of licenses of Intellectual Property occur in the ordinary course of business, which do not materially interfere with the business Company and any Subsidiary of the Borrower and Company may discount or otherwise compromise, for less than the Restricted Subsidiariesface value thereof, taken as a wholenotes or accounts receivable; (hc) Dispositions of property by the Borrower and Company or any Guarantor to the Restricted Subsidiaries not otherwise permitted under Company or to another Note Party; (d) Dispositions pursuant to Section 10.2, and (e) Any other Disposition approved in writing by the Required Holders. Notwithstanding the foregoing provisions of this Section 7.05; provided 10.7, neither the Company nor any Guarantor shall sell or make any other Disposition of assets or property that (i) at will have the time effect of causing the Company or any Guarantor to become liable under any tax protection or tax sharing agreement if the amount of such Disposition, no Default shall exist or liability would result from such Disposition, exceed an amount equal to one percent (ii) the aggregate book value of all property Disposed of in reliance on this clause (h) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness1%) of the Borrower total assets of the Company or such Restricted Subsidiary by a purchaser in connection with any Guarantor without the applicable Disposition shall be deemed to be cash for prior written consent of the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business; and (j) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that any Disposition pursuant to clauses (a) though (d), and clauses (f) and (h) shall be for fair market valueRequired Holders.

Dispositions. Make any Disposition or enter into any agreement to make any DispositionDisposition (including the sale of any Equity Interests of any Subsidiary or Excluded Subsidiary), except: (a) Dispositions of obsolete or worn out property, or property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, in the ordinary course of business (it being understood business, provided that the aggregate fair market value of all property so disposed of in reliance on this clause (a) does shall not include exceed (i) $10,000,000 in any fiscal year and (ii) $25,000,000 from and after the liquidation of any Store or the inventory and other assets located therein)Closing Date; (b) Dispositions of inventory and goods held for sale in the ordinary course of business; (c) Dispositions of equipment or Real Estate real property to the extent that (i) such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if or (ii) the proceeds of such property is Collateral, then Disposition are reasonably promptly applied to the purchase price of such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Partiesproperty; (di) Dispositions of property by the Borrower or any Subsidiary to the 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 (ii) Dispositions by the Borrower or any Subsidiary to an Excluded Subsidiary that is a Domestic Subsidiary Guarantor (other than Paradise Bakery), (iii) Dispositions by the Borrower or any Subsidiary to a Foreign Subsidiary so long as, if such Disposition were deemed an Investment Investment, such transaction is permitted under by Section 7.037.02(c)(iv), and (iv) Dispositions by the Borrower or any Subsidiary to a Domestic Subsidiary that is not wholly owned and is not a Guarantor; (e) Dispositions permitted by Sections 7.04 (a), (b), (c), (d), (f) Section 7.02 and (g)Section 7.04; (f) bulk sales or other dispositions of the inventory of Dispositions by the Borrower and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $25,000,000 from and after the Closing Date; (g) exclusive or a Restricted Subsidiary not non-exclusive licenses of IP Rights among the Borrower and its Subsidiaries and non-exclusive licenses of IP Rights to third parties in the ordinary course of business in connection and substantially consistent with Store closings, at arm’s length, provided, that such Store closures and related Inventory dispositions shall not exceed (i) in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder; (g) grants of licenses of Intellectual Property in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a wholepast practice; (h) So long as no Default or Event of Default shall exist or would result from such Disposition, Dispositions of any Unit to a present or future franchisee of the Borrower or any Subsidiary subject to franchise and royalty arrangements entered into on an arm’s length basis; (i) Dispositions by the Borrower and the Restricted its Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default or Event of Default shall exist or would result from such Disposition and (ii) the aggregate book value of all property Disposed of in reliance on this clause (i) from and after the Closing Date shall not exceed $50,000,000; (j) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default or Event of Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (hj) in any Fiscal Year of Borrower from and after the Closing Date shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) 10,000,000 and (iii) at least 75% of the purchase price for such asset shall be paid to consideration received by the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable such Disposition shall may be deemed to be cash for the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course form of businesscash or an Investment; and (jk) any issuance or sale Dispositions by the Borrower of its Equity Interests inin Paradise Bakery in accordance with that certain Stockholders’ Agreement of Paradise Bakery & Café, or sale Inc., dated as of Indebtedness or February 1, 2007 by and among Paradise Bakery, the Borrower, the other securities of, an Unrestricted Subsidiarystockholders of Paradise Bakery listed therein and Dxx Xxxxxxxxx as the representative of the Legacy Paradise Stockholders (as defined therein); provided, however, that (A) any Disposition pursuant to clauses (a) though through (dj) (other than clause (d)(i) through (d)(iii), and clauses (f) and (h) shall be for fair market value, and (B) at least eighty percent (80%) of the consideration received by the Borrower or such Subsidiary in connection with any Disposition under clauses (h) and (i) is in the form of cash received on the consummation of such Disposition.

Dispositions. Make The Borrower will not, and will not permit any Disposition of its Subsidiaries to Dispose of, in one transaction or enter into a series of transactions, any agreement to make any Dispositionpart of its business or property, whether now owned or hereafter acquired, except: (a) Dispositions of obsolete damaged, obsolete, unusable, surplus, used or worn out property, tools or property (including Intellectual Property) that is equipment no longer used or useful in its business; (b) any inventory or other property sold or disposed of in the ordinary course of business and for fair consideration; (c) Dispositions to the Borrower or a Subsidiary, including the sale or issuance by the Borrower or any Subsidiary of any equity interests of any Subsidiary; provided that if the transferor in such a transaction is a Loan Party, then (i) the transferee must be a Loan Party, (ii) to the extent constituting an Investment, such Investment must be an Investment in a Subsidiary that is not a Loan Party permitted by Section 6.06 or (iii) to the extent constituting a Disposition to a Subsidiary that is not a Loan Party, such Disposition is for fair market value and any promissory note or other non-cash consideration received in respect thereof is an Investment in a Restricted Subsidiary that is not a Loan Party permitted by Section 6.06; (d) any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its property to the Borrower or any wholly owned Subsidiary of the Borrower that is a Loan Party; (e) the Capital Stock of any Subsidiary may be sold, transferred or otherwise disposed of to the Borrower or any wholly owned Subsidiary of the Borrower that is a Loan Party; (f) [reserved]; (g) Dispositions of property by the Borrower or any Subsidiary to effect Sale/Leaseback Transactions permitted under Section 6.12; (h) Dispositions to effect transactions permitted pursuant to Sections 6.02, 6.03 (other than Section 6.03(c)(y)) and 6.07; (i) the abandonment, allowance to lapse or expiration of intellectual property in the ordinary course of business; (j) Dispositions of cash and Cash Equivalents in the ordinary course of business; (k) Dispositions of defaulted receivables in the ordinary course of business or in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceeding; (l) Dispositions of assets resulting from condemnation or casualty events; (m) Dispositions of property by the Borrower or any Subsidiary if immediately after giving effect to such Disposition, (i) the aggregate consideration received by the Borrower and its Restricted Subsidiaries whether now owned for such Disposition shall be in an amount at least equal to the fair market value (as reasonably determined by the Borrower in good faith) thereof (measured either, at the option of the Borrower, at the time of the Disposition or hereafter acquiredas of the date of the definitive agreement with respect to such Disposition) and (ii) at least 75% of the aggregate consideration for such Disposition shall be paid in cash or Cash Equivalents, provided that, for purposes of this provision, each of the following shall be deemed to be cash: (A) (i) instruments, notes, securities or other obligations received by the Borrower or such Subsidiary from the purchaser that within 180 days of the closing is converted by the Borrower or such Subsidiary to cash or Cash Equivalents, to the extent of the cash or Cash Equivalents actually so received and (ii) any cash payments received with respect to instruments, notes, securities or other obligations referred to in clause (i) immediately above within 180 days of such Disposition; (B) the assumption by the purchaser of Indebtedness or other obligations or liabilities (as shown on the Borrower’s most recent balance sheet or in the footnotes thereto) of the Borrower or a Subsidiary pursuant to operation of law or a customary novation or assumption agreement; and (C) any Designated Non-Cash Consideration received by the Borrower or such Subsidiary in the Disposition, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed $5,000,000 (with the fair market value (as reasonably determined by the Borrower 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); (n) any surrender or waiver of contractual rights or the settlement, release, or surrender of contractual, tort or other claims of any kind or any settlement, discount, write off, forgiveness, or cancellation of any Indebtedness owing by any present or former directors, officers, or employees of the Borrower or` any Subsidiary or any of their successors or assigns; (o) the unwinding or termination of any Hedging Agreement; (p) leases of real or personal property and non-exclusive licenses and sub-licenses of intellectual property, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein); (b) Dispositions of inventory and goods held for sale in the ordinary course of business; (c) Dispositions of equipment or Real Estate to the extent that such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if such property is Collateral, then such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Parties; (d) Dispositions of property by any Subsidiary to the 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 the Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03; (e) Dispositions permitted by Sections 7.04 (a), (b), (c), (d), (f) and (g); (f) bulk sales or other dispositions of the inventory of the Borrower or a Restricted Subsidiary 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 (i) in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder; (g) grants of licenses of Intellectual Property in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted its Subsidiaries, taken as a whole;; and (hq) Dispositions for fair market value (as reasonably determined by the Borrower and the Restricted Subsidiaries not otherwise in good faith) of non-core assets acquired in connection with an Acquisition permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (h) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held hereunder by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset shall be paid to the Borrower or any Subsidiary, provided that the marketing of such Restricted Subsidiary Disposition commences within 90 days of such Acquisition, and provided, further, that such non-core assets are designated at time of the Acquisition by the Borrower in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) writing to the Administrative Agent as being held for sale and not for the continued operation of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes any of this clause (iii)); (i) Licenses for the conduct its Subsidiaries or any of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business; and (j) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that any Disposition pursuant to clauses (a) though (d), and clauses (f) and (h) shall be for fair market valuetheir respective businesses.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions in the ordinary course of business of (i) inventory, (ii) used, worn-out, obsolete or worn out propertysurplus equipment, or property (including Intellectual Propertyiii) that is no longer used or useful defaulted receivables, in the business of the Borrower and its Restricted Subsidiaries each case whether now owned or hereafter acquired, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein); (b) Dispositions of inventory and goods held for sale in the ordinary course of businessPermitted Receivables pursuant to Permitted Receivables Purchase Facilities permitted by Section 7.03(g); (c) Dispositions of equipment or Real Estate real property to the extent that (i) such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if or (ii) the proceeds of such property is Collateral, then Disposition are reasonably promptly applied to the purchase price of such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Partiesproperty; (d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Restricted another Subsidiary; , provided that if the transferor of such property is a Subsidiary Guarantor, Guarantor then the transferee thereof must either be the Borrower or a Guarantor; provided, further, that, notwithstanding the foregoing, any Subsidiary that is a Guarantor may make a Disposition of equipment in the ordinary course of business to a Subsidiary that is not a Guarantor so long as the net book value of the equipment transferred in any single transaction (or an Investment permitted under Section 7.03a series of related transactions) does not exceed $10,000,000; (e) Dispositions permitted by Sections 7.04 (a), (b), (c), (d), (f) and (g)Section 7.04; (f) bulk sales the sale of cash or cash equivalents and other dispositions of the inventory of the Borrower or a Restricted Subsidiary not short-term marketable debt securities 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 (i) in any Fiscal Year, ten percent (10%) of the number of pursuant to the Borrower’s usual and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) customary cash management policies and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunderprocedures; (g) grants the lease or sublease or property of licenses the Borrower or any of Intellectual Property its Subsidiaries to other Persons in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; (h) any Disposition of assets or stock of any of the Non-Core Subsidiaries, so long as (with respect to each such Disposition) such Disposition is for fair market value and no Default exists or would exist immediately prior to or after giving pro forma effect to each such Disposition; (i) Dispositions by the Borrower and the Restricted its Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, and (ii) the aggregate book value of all property Disposed of in reliance on this clause (hSection 7.05(i) in any Fiscal Year of Borrower on a cumulative basis from the Closing Date shall not in the aggregate exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 7510% of the purchase price for such asset shall be paid Consolidated Total Assets (computed to the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtednessexclude goodwill therefrom) as of the Borrower or such Restricted Subsidiary by a purchaser in connection with end of the applicable Disposition shall be deemed to be cash for fiscal quarter immediately preceding the purposes date of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business; and (j) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiarydetermination; provided, however, that any Disposition pursuant to clauses (a) though through (d), and clauses (f) and (hi) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, or, in the case of any Subsidiary of the REIT, issue, sell or otherwise dispose of any of such Subsidiary’s Equity Interests to any Person, except: (a) Dispositions of obsolete or worn out property, or property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein); (b) Dispositions of inventory and goods held for sale in the ordinary course of business; (c) Dispositions of equipment or Real Estate to the extent that such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if such property is Collateral, then such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Parties; (db) Dispositions of property by any Subsidiary to of the Borrower or to a wholly-owned Restricted Subsidiaryanother Subsidiary of the Borrower; provided that (i) if the transferor of is a party to the Pledge Agreement, then the transferee must be a party to the Pledge Agreement and (ii) if the property subject to such Disposition includes any Collateral, then, after giving effect to such Disposition, such property shall continue to constitute Collateral; (c) Dispositions permitted by Section 7.04; (i) the Disposition of an Eligible Investment Property included in the Borrowing Pool, but only to the extent that such Investment Property is a removed from the Borrowing Pool in accordance with Section 2.18(d) or (e) and (ii) the sale or other Disposition of all, but not less than all, of the Equity Interests of any Subsidiary Guarantor, the transferee thereof must either be of the Borrower that owns an Eligible Investment Property included in the Borrowing Pool, but only to the extent that (x) the Investment Property owned by such Subsidiary is removed from the Borrowing Pool in accordance with Section 2.18(d) or a (e), and (y) such Subsidiary Guarantor does not own (1) any Investment Property included in the Borrowing Pool or an (2) Equity Interests, directly or indirectly, of any Affiliated Investor that owns any Investment permitted under Section 7.03Property included in the Borrowing Pool; (e) Dispositions permitted by Sections 7.04 of assets (a), (b), (c), (d), (fother than Equity Interests of the Operating Partnership or a Subsidiary thereof) and (g)not constituting an Investment Property included in the Borrowing Pool; (f) bulk sales the sale or other dispositions Disposition of all, but not less than all, of the inventory issued and outstanding Equity Interests of any Subsidiary of the Borrower or a Restricted Subsidiary that does 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 own (i) any Investment Property included in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and Borrowing Pool or (ii) Equity Interests, directly or indirectly, of any Affiliated Investor that owns any Investment Property included in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunderBorrowing Pool; (g) grants the issuance, sale or other Disposition of licenses of Intellectual Property in the ordinary course of business, which do not materially interfere with the business common Equity Interests of the Borrower and Operating Partnership as consideration for the Restricted Subsidiariespurchase by a Subsidiary of the REIT of an Investment Property, taken as but solely to the extent that, after giving effect thereto, a whole;Change of Control has not occurred; and (h) Dispositions by the Borrower and the Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (h) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with a purchase or redemption by the applicable Disposition Operating Partnership of Special Membership Interests permitted under Section 7.06(g), the Operating Partnership shall be deemed permitted to be cash for reissue the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than Special Membership Interests to an Affiliate of any Loan Party) within any Store in the ordinary course of business; and (j) any issuance a successor or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that any Disposition pursuant to clauses (a) though (d), and clauses (f) and (h) shall be for fair market valuereplacement Eligible Special Membership Interest Holder.

Dispositions. Make any Disposition or enter into any agreement No Loan Party will, nor will it permit its Subsidiaries to make any Disposition, Disposition except: (a) Dispositions of obsolete or worn out property, or property inventory in the ordinary course of business; (including Intellectual Propertyb) that is Dispositions of assets no longer used or useful in the conduct of business of the Borrower a Loan Party and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, in the ordinary course that are Disposed of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein); (b) Dispositions of inventory and goods held for sale in the ordinary course of business; (c) Dispositions of equipment assets to a Subsidiary or Real Estate (if from a Subsidiary) to the extent Borrower, provided that if the transferor of such property assets is exchanged for credit against all or a portion of Loan Party, the purchase price of similar replacement property and, if such property is Collateral, then such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Partiestransferee thereof must be a Loan Party; (d) Dispositions of property by any Subsidiary to accounts receivable in connection with the Borrower collection 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 the Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03compromise thereof; (e) Dispositions permitted by Sections 7.04 (a)of licenses, (b)sublicenses, (c), (d), (f) leases or subleases not interfering in any material respect with the business of a Loan Party and (g)its Subsidiaries; (f) bulk sales Dispositions of cash or other dispositions of the inventory of the Borrower or a Restricted Subsidiary 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 (i) in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder; (g) grants of licenses of Intellectual Property Equivalents in the ordinary course of business; (g) Dispositions in which: (i) the assets being disposed of are exchanged, which do not materially interfere with within 365 days of such Disposition, for replacement assets or (ii) the net proceeds thereof are either (A) reinvested within 365 days from such Disposition in assets to be used in the ordinary course of the business of the Borrower and its Subsidiaries and/or (B) used to permanently reduce the Restricted Subsidiaries, taken as Aggregate Commitment on a wholedollar for dollar basis; (h) Dispositions permitted by the Borrower Sections 7.04, 7.05, and the Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (h) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii))7.10; (i) Licenses for the conduct Dispositions resulting from any casualty or other insured damage to, or any taking under power of licensed departments (other than to an Affiliate eminent domain or by condemnation or similar proceeding of, any property or asset of a Loan Party or any Loan Party) within any Store in the ordinary course of businessSubsidiary; and (j) any issuance or sale other Dispositions not exceeding in the aggregate for all Loan Parties and their Subsidiaries 35% of Equity Interests inConsolidated Net Tangible Assets over the term of this Agreement, or sale measured as of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that any Disposition pursuant to clauses (a) though (d), and clauses (f) and (h) shall be for fair market valuethe date of determination.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, or property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein)business; (b) Dispositions of inventory and goods held for sale Permitted Investments in the ordinary course of business; (c) Dispositions of equipment or Real Estate real property to the extent that (i) such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if or (ii) the proceeds of such property is Collateral, then Disposition are reasonably promptly applied to the purchase price of such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Partiesproperty; (d) Dispositions of property by any Subsidiary to the Borrower Company or to a wholly-owned Restricted SubsidiarySubsidiary Guarantor; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower Company or a Subsidiary Guarantor or an Investment permitted under Section 7.03Guarantor; (e) Dispositions permitted by Sections 7.04 (a), (b), (c), (d), (f) and (g)Section 7.04; (f) bulk sales or other dispositions non-exclusive licenses of the inventory of the Borrower or a Restricted Subsidiary not IP Rights 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 for terms not exceed (i) in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-exceeding five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agentyears; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder;and (g) grants of licenses of Intellectual Property in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; (h) Dispositions by the Borrower Company and the Restricted its Subsidiaries not otherwise permitted under this Section 7.05; provided provided, that (i) at the time of such Disposition, no Default shall exist or would result from immediately before and immediately after giving pro forma effect to any such Disposition, (x) no Default shall have occurred and be continuing, and (y) the Company and its Subsidiaries shall be in pro forma compliance with the financial covenants set forth in Section 7.11 then in effect; (ii) in the case of Dispositions to Subsidiaries that are not Loan Parties, the aggregate book value of all property Disposed of in reliance on this clause (hii) in any Fiscal Year during the term of Borrower this Agreement shall not exceed $10.0 million; provided that an additional (A) 35% of Consolidated Total Assets of the Company and its Subsidiaries (calculated on a consolidated basis as of the end of the most recent fiscal period for which financial statements are available) or (B) 25% of total revenues of the Company and its Subsidiaries (calculated on a consolidated basis for the most recent four-fiscal quarter period for which financial statements are available), and (iii) in the case of Dispositions to Persons other than the Company or any Subsidiary, the aggregate book value of not more than $5.0 million per year of all property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75during the term of this Agreement shall not exceed 5% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) Consolidated Total Assets of the Borrower or such Restricted Subsidiary by Company and its Subsidiaries (calculated on a purchaser in connection with consolidated basis as of the applicable Disposition shall be deemed to be cash end of the most recent fiscal period for the purposes of this clause (iiiwhich financial statements are available)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business; and (j) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that any Disposition pursuant to clauses (a) though (d), and clauses (b), (c), (e), (f) and (hg)(iii) shall be for fair market value.

Dispositions. Make No Loan Party will, and will not permit any Subsidiary to, make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory and Investments in the ordinary course of business (other than Equity Interests of Subsidiaries, lines of business, real property or intellectual property); (including Intellectual Propertyc) Dispositions of assets (other than Equity Interests of Subsidiaries, lines of business, real property or intellectual property) to the extent that such assets are exchanged for other assets comparable or superior as to type, value and quality; (d) Dispositions of property by (i) any Wholly-Owned Subsidiary (which is not itself a Loan Party) to a Loan Party or to another Wholly-Owned Subsidiary, (ii) any Subsidiary (which is not itself a Loan Party or a Wholly-Owned Subsidiary) to a Loan Party or to another Subsidiary or (iii) a Loan Party to another Loan Party or a Wholly-Owned Subsidiary; (e) Dispositions of property as a result of a casualty event involving such property or any Disposition of real property to a Governmental Authority as a result of a condemnation of such real property; (f) Dispositions of assets (other than cash) to an Acquisition SPV; (g) Dispositions permitted by SECTION 7.03; (h) Dispositions of intellectual property rights that are no longer used or useful in the business of the Borrower a Loan Party and its Subsidiaries; (i) Restricted Subsidiaries whether now owned Payments permitted by SECTION 7.05 and Investments not otherwise prohibited by this Agreement; (j) Dispositions of all or hereafter acquiredpart of any Investments acquired after the date of this Agreement provided that such disposal is completed within 180 days of that acquisition; (k) Dispositions of assets by a Loan Party and its Subsidiaries, including Insurance Subsidiaries, in connection with an Insurance Agreement, Policy, Retrocession Agreement, Novation Agreement, Commutation Agreement, Fronting Arrangement or Reinsurance Agreement or any related agreement, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein); (b) Dispositions of inventory and goods held for sale case in the ordinary course of business; (c) Dispositions of equipment or Real Estate to the extent that such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if such property is Collateral, then such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Parties; (d) Dispositions of property by any Subsidiary to the 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 the Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03; (e) Dispositions permitted by Sections 7.04 (a), (b), (c), (d), (f) and (g); (f) bulk sales or other dispositions of the inventory of the Borrower or a Restricted Subsidiary 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 (i) in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder; (g) grants of licenses of Intellectual Property in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; (h) Dispositions by the Borrower and the Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (h) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business; and (j) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that any Disposition pursuant to clauses (a) though (d), and clauses (f) and (h) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, or property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each casethe ordinary course of business, and Dispositions of property deemed to be no longer useful in the conduct of the business of the Borrower or any of its Subsidiaries in the ordinary course of business (it being understood that this clause (a) does not include and as determined in the liquidation of any Store or the inventory and other assets located therein)Borrower's commercially reasonable judgment; (b) Dispositions of inventory and goods held allowing any registrations or any applications for sale registration of any intellectual property to lapse or go abandoned, in each case, in the ordinary course of business; (c) Dispositions of equipment or Real Estate to the extent that such (i) any property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if such property is Collateral, then such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Parties; (d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Restricted Subsidiary; Subsidiary (except Dispositions pursuant to this subsection (c)(i) to a Securitization Entity and any of its Subsidiaries are not permitted unless such Dispositions are made during a Guaranty Release Period), provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be only any of the Borrower, a Guarantor or another wholly-owned Subsidiary that becomes a Guarantor concurrently with such transaction; and (ii) any property of the Borrower or a wholly-owned Subsidiary to a Subsidiary or Special Entity (except Dispositions pursuant to this subsection (c)(ii) to a Securitization Entity and any of its Subsidiaries are not permitted unless such Dispositions are made during a Guaranty Release Period), provided further that (x) if the transferor of such property is a Guarantor, the transferee thereof must be a Guarantor or an Investment another wholly-owned Subsidiary that becomes a Guarantor concurrently with such transaction and (y) if there exists any Event of Default at the time of any such Disposition or as a result of giving effect to any such Disposition, such Disposition under subsection (ii) hereof must be sales of property on fair and reasonable terms, in the ordinary course of business and consistent with past practices; (d) to the extent such transactions constitute Dispositions, (i) so long as no Event of Default pursuant to Sections 8.01(a)(i), 8.01(a)(ii) (with respect to interest on any Loan or L/C Obligation only), 8.01(f) or 8.01(g) exists before and immediately after giving effect to any such Dispositions, the transactions expressly permitted under by Section 7.037.02(e) or otherwise constituting sales of Securitization Assets pursuant to a Receivables Securitization and (ii) the transactions expressly permitted by Sections 7.04(a), (b), (c) and (d) and 7.06; (e) in addition to Dispositions permitted by Sections 7.04 subsections (a), (b), (c) and (d) preceding, so long as (i) no Default exists at the time the contractual obligation to make such Dispositions is entered into by the Borrower or its Subsidiaries, (ii) the Borrower is in pro-forma compliance with each of the covenants in Section 7.10 after giving effect to any such proposed Disposition, (iii) in each case such Disposition shall be for aggregate fair value (which shall be the price at which the Board of Directors of the relevant Person shall have agreed to sell such assets in an arm's length transaction to an independent third party buyer which is not an Affiliate) and (iv) such Disposition (or series of Dispositions) shall not be of all or substantially all of the assets of the Borrower, the Borrower and its Subsidiaries may make any Disposition (except Dispositions pursuant to this subsection (e) to a Securitization Entity and any of its Subsidiaries are not permitted unless such Dispositions are made during a Guaranty Release Period); (f) in addition to Dispositions permitted by subsections (a), (b), (c), (d) and (e) preceding, so long as (i) no Event of Default under Section 8.01(a) exists before and immediately after giving effect to any such Dispositions, (ii) the Outstanding Amounts of all Committed Loans, Swing Line Loans and Unreimbursed Amounts (including all L/C Borrowings) on any date of any Disposition are not more than zero, (iii) such Disposition is for fair value (which shall be the price at which the Board of Directors of the relevant Person shall have agreed to sell such assets in an arm's length transaction to an independent third party buyer which is not an Affiliate) and (iv) the aggregate amount available to be drawn under all outstanding Letters of Credit has been Cash Collateralized, the Borrower and its Subsidiaries may make any Disposition (except (x) Dispositions of all or substantially all of the assets of the Borrower are not permitted, and (y) Dispositions pursuant to this subsection (f) to a Securitization Entity and any of its Subsidiaries are not permitted unless such Dispositions are made during a Guaranty Release Period); (g) in addition to Dispositions permitted by subsections (a), (b), (c), (d), (e) and (f) preceding, so long as (i) 100% of the Net Proceeds of each such Disposition are used by the Borrower immediately upon receipt thereof to (A) prepay the Outstanding Amounts of all Committed Loans, Swing Line Loans and Unreimbursed Amounts (including all L/C Borrowings) and (B) to the extent there remain any Net Proceeds after all Outstanding Amounts referenced in subsection (A) above have been reduced to zero, to Cash Collateralize the aggregate amount available to be drawn under all outstanding Letters of Credit until all outstanding Letters of Credit have been fully Cash Collateralized, (ii) such Disposition is for fair value (which shall be the price at which the Board of Directors of the relevant Person shall have agreed to sell such assets in an arm's length transaction to an independent third party buyer which is not an Affiliate) and (iii) the Aggregate Commitments are concurrently, automatically and permanently reduced by the full amount of the Net Proceeds (and the Borrower delivers a written acknowledgement to the Administrative Agent of a concurrent automatic permanent reduction of the Aggregate Commitments in the amount of the Net Proceeds (regardless of whether there exist at any such time any Outstanding Amounts or any outstanding Letters of Credit)), the Borrower and its Subsidiaries may make any Disposition (except (x) Dispositions of all or substantially all of the assets of the Borrower are not permitted, and (y) Dispositions pursuant to this subsection (g) to a Securitization Entity and any of its Subsidiaries are not permitted unless such Dispositions are made during a Guaranty Release Period); and (h) in addition to Dispositions permitted by subsections (a), (b), (c), (d), (e), (f) and (g); (f) bulk sales or other dispositions preceding, Dispositions consisting of the inventory of the Borrower or a Restricted Subsidiary 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 (i) in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder; (g) grants of licenses of Intellectual Property in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; (h) Dispositions by the Borrower and the Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (h) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business; and (j) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; Cash Equivalents for cash. provided, however, that any Disposition pursuant to clauses in each case of subsections (a) though through (d)g) above and notwithstanding anything in this Section 7.05 or otherwise herein or in any Loan Documents, and clauses (f) and (h) each such Disposition shall be be, in Borrower's commercially reasonable judgment, for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, or property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein); (b) Dispositions of inventory and goods held for sale in the ordinary course of business; (c) Dispositions of equipment or Real Estate to the extent that such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if such property is Collateral, then such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Parties; (d) Dispositions of property by any Subsidiary to the 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 the Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03; (e) Dispositions permitted by Sections 7.04 (a7.04(a), (b), (c), (d), (f) and (g); (f) bulk sales or other dispositions of the inventory Inventory of the Borrower or a Restricted Subsidiary 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 (i) in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder; (g) grants of licenses of Intellectual Property in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; (h) Dispositions by the Borrower and the Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (h) in any Fiscal Year of the Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii)); (i) Licenses licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business; and (j) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that any Disposition pursuant to clauses (a) though (d), and clauses (f) and (h) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, or property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein)business; (b) Dispositions of inventory and goods held for sale in the ordinary course of business; (c) Dispositions of equipment or Real Estate real property to the extent that (i) such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if or (ii) the proceeds of such property is Collateral, then Disposition are reasonably promptly applied to the purchase price of such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Partiesproperty; (d) Dispositions of property by any Subsidiary to the US 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 the US Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03Guarantor; (e) Dispositions permitted by Sections Section 7.04 (aother than by reference to this Section 7.05 (or any clause hereof), (b), (c), (d), (f) and (g); (f) bulk sales the Disposition by the US Borrower of all or other dispositions any portion of the inventory capital stock of Cascade and/or the Disposition by Cascade of all or any portion of the Borrower or a Restricted Subsidiary not assets that comprise the Cascade Mini-Mill; (g) non-exclusive licenses of IP Rights in the ordinary course of business in connection and substantially consistent with Store closings, at arm’s length, provided, that such Store closures and related Inventory dispositions shall past practice for terms not exceed (i) in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-exceeding five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder; (g) grants of licenses of Intellectual Property in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a wholeyears; (h) the unwinding of Swap Contracts permitted hereunder pursuant to their terms; and (i) Dispositions by the US Borrower and the Restricted its Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, and (ii) the aggregate net book value of all property Disposed of in reliance on this clause (hi) in any Fiscal Year of Borrower fiscal year shall not exceed $10.0 million; provided that an additional aggregate book value amount equal to 20% times an amount equal to (x) the amount of not more than $5.0 million per the Total Assets of the US Borrower and its Subsidiaries on a consolidated basis as of the end of the most recently completed fiscal year of property held by Foreign Subsidiaries may be Disposed the US Borrower minus (y) the amount of in reliance on this clause (h) and (iii) at least 75% Intangible Assets of the purchase price for such asset shall be paid to the US Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business; and (j) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; and its Subsidiaries on that date. provided, however, that any Disposition pursuant to clauses (a) though through (d), i) (other than Dispositions between or among the US Loan Parties or between or among Schnitzer Canada and clauses (f) and (hthe Canadian Borrowers) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, or, in the case of any Subsidiary of the Parent, issue, sell or otherwise dispose of any of such Subsidiary’s Equity Interests to any Person, except: (a) Dispositions of obsolete or worn out propertyequipment, or property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein); (b) Dispositions of inventory and goods held for sale in the ordinary course of business; (c) Dispositions of equipment or Real Estate to the extent that such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if such property is Collateral, then such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Parties; (db) Dispositions of property by any Subsidiary of ESR OP to the Borrower ESR OP or to a wholly-owned Restricted Subsidiaryanother Subsidiary of ESR OP; provided that (i) if the transferor of such property is a Borrower or a Subsidiary Guarantor, then the transferee thereof must either be the a Borrower or a Subsidiary Guarantor or and (ii) if the property subject to such Disposition includes any Collateral, then, after giving effect to such Disposition, such property shall continue to constitute Collateral; (c) Dispositions permitted by Section 7.04; 146 (d) the Disposition of (i) an Investment permitted under Property constituting a Borrowing Base Property or (ii) the Equity Interests of any Subsidiary of ESR OP that, directly or indirectly, owns any Investment Property constituting a Borrowing Base Property, in each case only to the extent that such Investment Property is removed from the pool of Borrowing Base Properties in accordance with Section 7.032.19(c) concurrently with such Disposition; (e) Dispositions permitted by Sections 7.04 of assets (a), (b), (c), (d), (fother than Equity Interests of ESR OP or a Subsidiary thereof) and (g)not constituting a Borrowing Base Property; (f) bulk sales the sale or other dispositions Disposition of the inventory Equity Interests of the Borrower or a Restricted any Subsidiary of ESR OP that does 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 own (i) in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and Borrowing Base Property or (ii) in the aggregate from and after the Closing DateEquity Interests, twenty-five percent (25%) directly or indirectly, of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, any Affiliated Investor that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in owns any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative AgentBorrowing Base Property; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder;and (g) grants the issuance, sale or other Disposition of licenses limited partnership interests of Intellectual Property in ESR OP as consideration for the ordinary course of business, which do not materially interfere with the business purchase by a Subsidiary of the Borrower and the Restricted SubsidiariesParent of an Investment Property, taken as a whole; (h) Dispositions by the Borrower and the Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (h) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset shall be paid but solely to the Borrower or such Restricted Subsidiary in cash (with an assumption extent that, after giving effect thereto, a Change of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business; and (j) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that any Disposition pursuant to clauses (a) though (d), and clauses (f) and (h) shall be for fair market valueControl has not occurred.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, or property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein); (b) Dispositions of inventory and goods held for sale in the ordinary course of business; (b) Dispositions of assets in the ordinary course of business or disposition of assets outside of the ordinary course of business having a fair market value in excess of $10,000,000 in a single transaction or a series of related transactions; (c) Dispositions of equipment (i) by Holdings or Real Estate any Restricted Subsidiary to the extent any Loan Party (other than Holdings) and (ii) by any Restricted Subsidiary that such property is exchanged for credit against all or not a portion of the purchase price of similar replacement property and, if such property Loan Party to another Restricted Subsidiary that is Collateral, then such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Partiesnot a Loan Party; (d) Dispositions other Dispositions (i) for fair market value and for consideration at least 75% of property by any Subsidiary to the Borrower which is cash or to a wholly-owned Restricted SubsidiaryCash Equivalents; provided that such Cash Equivalents shall mature within 180 days after the date of such Disposition, (ii) the proceeds of which shall be reinvested into the business of Holdings and the Restricted Subsidiaries, including through a Permitted Investment or Permitted Acquisition, within the Reinvestment Period or applied in accordance with Section 2.05 if and to the extent required thereby, (iii) the liquidation or dissolution of a Restricted Subsidiary if the transferor Borrower determines in good faith that such liquidation or dissolution is in the best interests of such property the Borrower, is not materially disadvantageous to the Lenders (taken as a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03; (e) Dispositions permitted by Sections 7.04 (a), (b), (c), (d), (fwhole) and (g); (f) bulk sales or other dispositions of the inventory of the Borrower or a Restricted Subsidiary not receives the assets (if any) of the relevant dissolved or liquidated Restricted Subsidiary; provided that in the ordinary course case of business any liquidation or dissolution of any Loan Party that results in connection a distribution of assets to any Restricted Subsidiary that is not a Loan Party, such distribution shall be treated as an Investment and shall comply with Store closings, at arm’s length, provided, Section 8.05. (iv) so long as the Loan Parties are in Pro Forma Compliance; (e) the dissolution of any Restricted Subsidiary that such Store closures and related Inventory dispositions shall not exceed (i) in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) is not a Loan Party and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable is not material to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder; (g) grants of licenses of Intellectual Property in the ordinary course of business, which do not materially interfere with the business of the Borrower Holdings and the Restricted Subsidiaries, taken as a whole; (hf) Dispositions by the Borrower and the Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance set forth on this clause (h) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii))Schedule 8.04; (ig) Licenses for the conduct of licensed departments (other than Dispositions in an aggregate amount not to an Affiliate of exceed $15,000,000 during any Loan Party) within any Store in the ordinary course of business; andfiscal year; (jh) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; providedSubsidiary (other than Unrestricted Subsidiaries, howeverthe primary assets of which are cash and Cash Equivalents); (i) Mergers, that amalgamations and consolidations permitted by Section 8.03; (j) the lease or sublease of Real Property not constituting Indebtedness and not constituting a sale and leaseback transaction; (k) assignments, licenses, sublicenses, leases and subleases of intellectual property in the ordinary course of business, which do not interfere in any Disposition material respect with the business of Holdings and the Restricted Subsidiaries; (l) Dispositions in connection with Factoring Agreements and/or Receivables Facilities permitted by Section 8.02; (m) Dispositions of cash and cash equivalents in the ordinary course of business; (n) the granting of Liens permitted pursuant to clauses Section 8.01; (ao) though terminations or unwinds of derivative transactions; (dp) Dispositions constituting Restricted Payments permitted by Section 8.05 and Dispositions constituting Permitted Investments; (q) to the extent that (i) the relevant property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of the relevant Disposition are promptly applied to the purchase or such replacement property; (r) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to, buy/sell arrangements between joint venture or similar parties set forth in the relevant joint venture arrangements and/or similar binding arrangements; (s) Dispositions and/or terminations of leases, subleases, licenses or sublicenses (including the provision of software under any open source license), (i) the Disposition or termination of which will not materially interfere with the business of the Borrower and clauses its Restricted Subsidiaries, (fii) which relate to the closed facilities or the discontinuation of any product line or (iii) which, in the reasonable judgment of the Borrower are (A) no longer useful in its business (or in the business of any Restricted Subsidiary of the Borrower) or (B) no longer economical to maintain in light of the use of intellectual property rights or other rights leased, subleased, licensed or sublicensed hereunder; (t) Dispositions of property subject to foreclosure, casualty, eminent domain or condemnation proceedings (including in lieu thereof or any similar proceeding); (u) Dispositions or consignment of equipment, inventory or other assets (including leasehold interests in real property) with respect to facilities that are temporarily not in use, held for sale or closed; and (v) Dispositions of non-core assets acquired in connection with any acquisition permitted hereunder and (h) shall be sales of real property assets acquired in any acquisition permitted hereunder which, within 90 days of the date of such acquisition, are designated in writing to the Administrative Agent as being held for fair market valuesale and not for the continued operation of the Borrower or any of its Restricted Subsidiaries or any of their respective businesses; provided that no Event of Default exists on the date on which the definitive agreement governing the relevant Disposition is executed.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, or property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein); (b) Dispositions of inventory and goods held for sale than in the ordinary course of business, except that, if no Default shall then exist or immediately thereafter shall begin to exist: (a) a Loan Party may sell, lease, transfer or otherwise dispose of any of its assets to any other Loan Party; (b) the Borrower and its Subsidiaries may Dispose of any assets, so long as the aggregate amount of all such Dispositions, for the Borrower and its Subsidiaries, shall not exceed $15,000,000 per fiscal year of the Borrower; (c) Dispositions a Domestic Subsidiary (other than a Loan Party) may Dispose of equipment or Real Estate any of its assets to the extent Borrower or any other Domestic Subsidiary; provided that in the case of any Disposition to a Loan Party such property is exchanged Disposition shall not be for credit against all or a portion more than the fair market value of the purchase price assets which are the subject of similar replacement property and, if such property is Collateral, then such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit PartiesDisposition; (d) Dispositions a Foreign Subsidiary may Dispose of property by any Subsidiary of its assets to the Borrower or to a wholly-owned Restricted Subsidiaryany Loan Party; provided that if such Disposition shall not be for more than the transferor fair market value of the assets which are the subject of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03Disposition; (e) Dispositions permitted by Sections 7.04 (a), (b), (c), (d), (f) and (g)Section 7.04; (f) bulk sales or other dispositions of the inventory of the Borrower and its Subsidiaries may sell, transfer or a Restricted Subsidiary not otherwise dispose of fixed assets in the ordinary course of business in connection for the purpose of replacing such fixed assets; provided that any such fixed assets are replaced within one hundred eighty (180) days of such sale or other disposition with Store closings, at arm’s length, provided, that such Store closures and related Inventory dispositions shall other fixed assets which have a fair market value not exceed (i) in any Fiscal Year, ten percent (10%) materially less than the fair market value of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunderfixed assets sold or otherwise disposed; (g) grants a Foreign Subsidiary may Dispose of licenses any of Intellectual Property in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a wholeits assets to any other Foreign Subsidiary; (h) Dispositions by the Borrower Disposition of owned real property (and related furniture, fixtures and equipment) in connection with a sale leaseback transaction with a Governmental Authority with respect to such owned real property, so long as the Restricted Subsidiaries amount of such Disposition does not otherwise permitted under this Section 7.05; provided that exceed $10,000,000; (i) the Disposition of any Immaterial Subsidiary or any other Subsidiary identified to the Administrative Agent prior to the Closing Date, so long as (i) the consideration received for the assets to be so disposed is at least equal to the fair market value of such assets and for at least 75% cash and (ii) no Default or Event of Default is occurring and continuing at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (h) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business; and (j) Dispositions of Receivables in connection with any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that any Disposition pursuant to clauses (a) though (d), and clauses (f) and (h) shall be for fair market valueQualified Receivables Transaction.

Dispositions. Make Convey, sell, lease, transfer, assign, exclusively license out, non-exclusively license out, agree to any Disposition or covenant not to xxx, enter into a co-existence agreement or otherwise dispose of (including any agreement to make sale-leaseback or sale-license back), directly or indirectly and whether in one or a series of transactions (collectively, “Transfer”), all or any Dispositionpart of its or its Subsidiaries’ properties or assets constituting Collateral (other than cash or Cash Equivalents), except: other than (a) Dispositions Transfers in the ordinary course of business and any sale of obsolete or worn out property, or property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein); (b) Dispositions of inventory and goods held for sale in the ordinary course of business; (c) Dispositions of equipment or Real Estate to the extent that such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if such property is Collateral, then such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Parties; (d) Dispositions of property by any Subsidiary to the 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 the Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03; (e) Dispositions permitted by Sections 7.04 (a), (b), (c), (d), (f) and (g); (f) bulk sales or other dispositions of the inventory of the Borrower or a Restricted Subsidiary 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 (i) in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder; (g) grants of licenses of Intellectual Property in the ordinary course of business, which do not materially interfere with (c) any exclusive as to geography within Japan license out of rights to telotristat ethyl or sotagliflozin, (d) any exclusive as to geography anywhere in the business world license out of the Borrower and the Restricted Subsidiaries, taken as a whole; (h) Dispositions by the Borrower and the Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist rights to any product or would result from such Dispositionproduct candidate other than telotristat ethyl or sotagliflozin, (iie) the aggregate book value of all property Disposed of in reliance on this clause any non-exclusive license, or (hf) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in Transfers outside the ordinary course of business; and business in which such Credit Party or Subsidiary will receive cash proceeds in an amount equal to no less than seventy five percent (j75%) of all Transfer consideration (fixed or contingent) paid or payable to such Credit Party or Subsidiary, but only so long as the net cash proceeds of such Transfer (to the extent such net cash proceeds are in excess of $10,000,000) are utilized to repay or prepay, in whole or in part, Indebtedness to Lenders under and in accordance with this Agreement and the other Loan Documents (including Section 2.2(d) hereof). Notwithstanding anything herein to the contrary, any issuance exclusive as to geography within the United States license out of rights to telotristat ethyl or sale sotagliflozin entered into after the Effective Date shall require the prior written consent of Equity Interests inthe Collateral Agent (which consent shall be obtained in accordance with the second sentence of the definition of “Permitted License”), and no Transfer of all or sale any part of Indebtedness the properties or assets of Borrower or any of its Subsidiaries constituting Collateral to any Person that is not a Credit Party after the Effective Date (other securities of, an Unrestricted Subsidiary; provided, however, that any Disposition pursuant to than Transfers described in clauses (a) though (d), and clauses through (f) and (habove) shall be for fair market valuepermitted hereunder without the prior written consent of the Collateral Agent.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of surplus, obsolete or worn out property, or property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, in the ordinary course of business (it being understood that this clause (a) does not include or property no longer used or useful in the liquidation of any Store or the inventory and other assets located therein)business; (b) Dispositions of cash, Cash Equivalents and inventory and goods held for sale in the ordinary course of business; (c) Dispositions of equipment or Real Estate Property to the extent that (i) such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if or (ii) the proceeds of such Disposition are applied within 180 days to the purchase price of such replacement property is Collateral, then and such replacement property is made subject to Liens and security interests in favor the Lien of the Collateral Agent for Documents in accordance with the benefit provisions of the Credit Partiesthis Agreement; (di) Dispositions of property by the Borrower or any Restricted Subsidiary to the Borrower or to a wholly-owned Wholly Owned Restricted Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Guarantor, (ii) any Dispositions by a Restricted Subsidiary that is not a Guarantor to another Restricted Subsidiary that is not a Guarantor, (iii) any Disposition by any Restricted Subsidiary that is not a Guarantor to a Loan Party (including through a liquidation, dissolution or an Investment permitted under Section 7.03winding up) as long as the consideration given by such Loan Party to such non-Guarantor Restricted Subsidiary does not exceed the fair market value of the assets transferred to such Loan Party and (iv) Dispositions to Restricted Subsidiaries that are not Guarantors or Wholly Owned Restricted Subsidiaries to the extent that, after giving effect to such Disposition (and any other Dispositions to such Persons pursuant to this clause (iv) on or prior to the date of such Disposition), the aggregate fair market value of the assets Disposed of pursuant to this clause (iv) does not exceed $15,000,000; (e) Dispositions permitted by Sections Section 7.04 (a), (b), (c), (d), (f) and (gor Section 7.01(aa); (fi) bulk sales licenses or other dispositions sublicenses of the inventory of the Borrower or a Restricted Subsidiary not intellectual property (A) in the ordinary course of business in connection with Store closingsor (B) to the Borrower or any Restricted Subsidiary, at arm’s lengthand licenses, providedsublicenses or contributions of non-U.S. goodwill and non-U.S. going-concern value to the Borrower or any Restricted Subsidiary, that such Store closures and related Inventory dispositions shall not exceed (i) in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and and/or (ii) in the aggregate from and after the Closing Dateany abandonment, twentyfailure to maintain, non-five percent (25%) renewal or other disposition of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder; (g) grants of licenses of Intellectual Property intellectual property in the ordinary course of business. (g) as long as no Event of Default is continuing or would result therefrom, which do any Disposition; provided, however, that with respect to any such Disposition pursuant to this clause (g), (i) not materially interfere less than 75% of the aggregate consideration received in respect of such Disposition and all other Dispositions previously consummated in the same fiscal year pursuant to this clause (g) shall be cash; provided, that for purposes of clause (i), (a) the amount of any liabilities (as shown on the Borrower’s or its Restricted Subsidiary’s most recent balance sheet) of the Borrower or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Obligations) that are assumed by the transferee of any such assets shall be deemed to be cash, (b) any notes or other obligations or other securities 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 within 180 days of the receipt thereof (to the extent of the cash received), shall, in each case, be deemed to be cash and (c) any Designated Non-cash Consideration received any Loan Party in such Disposition 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 to exceed the business greater of $150.0 million and 3.0% of Consolidated Total Assets of the Borrower and its Restricted Subsidiaries at the Restricted Subsidiariestime 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 (ii) an amount equal to all Net Cash Proceeds of such Disposition is applied to the payment of the Obligations as set forth in, taken as a wholeand to the extent required by, Section 2.05(b); (h) so long as no Event of Default shall occur and be continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(g); (i) the discount or write-off of accounts receivable overdue by more than 90 days or the sale of any such accounts receivable for the purpose of collection to any collection agency, in each case in the ordinary course of business; (j) the cancellation of any Indebtedness permitted to be cancelled under this Agreement; (k) the issuance of Nominal Shares; (l) a true lease or sublease of any property not constituting Indebtedness and not constituting a sale and leaseback transaction; (m) as long as no Event of Default is continuing or would result therefrom, any Disposition the primary purpose of which is to exchange or swap assets and for which 90% or more of the consideration consists of assets other than cash or Cash Equivalents; provided, however, that with respect to any such Disposition pursuant to this clause (m), (i) the fair market value of the assets transferred by such Dispositions and all other Dispositions in the same fiscal year pursuant to this clause (m) shall not, in the aggregate, exceed $15,000,000, (ii) the fair market value of the consideration received shall be not less than the fair market value of the assets sold or transferred, and compliance with the foregoing requirement shall be evidenced by (x) in the case of a Disposition or related series of Dispositions involving aggregate consideration (other than cash and Cash Equivalents) with a fair market value in excess of $1 million, a certification by the chief financial officer of the Borrower and (y) in the case of a Disposition or related series of Dispositions involving aggregate consideration (other than cash and Cash Equivalents) with a fair market value in excess of $5 million, a resolution of the Board of Directors of the Borrower, in each case delivered to the Administrative Agent not less than five Business Days prior to the consummation of such Dispositions, and (iii) an amount equal to all Net Cash Proceeds of such Disposition is applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.05(b); (n) subject to Section 7.18, the Borrower and Restricted Subsidiaries not may sell or otherwise permitted transfer equipment or Real Property in connection with sale and leaseback transactions; provided that the aggregate value of the equipment sold or transferred under this subsection shall not exceed $15,000,000 in any fiscal year; (o) sales of loans purchased pursuant to Section 7.057.03(m); (p) sales of Accounts Receivable, or participations therein in connection with any Permitted Receivables Financing; (q) as long as no Event of Default is continuing or would result therefrom, any other Disposition at fair market value (including Dispositions of restaurants and related assets to franchisees, including through the sale of Equity Interests of Persons owning such assets); provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book fair market value of all property Disposed assets sold, transferred or otherwise disposed of in reliance on pursuant to this clause (hq) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million 50,000,000 per fiscal year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iiiii) at least 75% an amount equal to all Net Cash Proceeds of such Disposition is applied to the payment of the purchase price for such asset shall be paid Obligations as set forth in, and to the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii)extent required by, Section 2.05(b); (ir) Licenses for any Restricted Payment made in compliance with Section 7.06; (s) any Disposition of the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store assets set forth in the ordinary course of businessSchedule 7.05; and (jt) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; Disposition made pursuant to the Remaining International Restructuring Transactions. provided, however, that any Disposition pursuant to clauses Section 7.05(g) or (am) though or (d), and clauses (f) and (hq) shall be for fair market valuevalue as determined in good faith by the Borrower.

Dispositions. Make Without the prior written consent of the Lender (which consent the Lender may grant or withhold in its sole discretion), sell, transfer, lease, assign, or otherwise dispose of (each a “Disposition” (it being understood and agreed that “Disposition” shall not be deemed to include the issuance of equity interests of the Borrower)), in one transaction or a series of transactions, all or any Disposition or enter into any agreement to make any Dispositionportion of its assets, exceptother than: (a) Dispositions among the Loan Parties; provided that at all times, each Approved Project shall be owned by only one Project Company Guarantor, and each Project Company Guarantor shall own no more than one Approved Project; (b) to the extent constituting a Disposition, the creation of obsolete Permitted Encumbrances, the making of Investments permitted by Section 8.6 and the making of Restricted Payments permitted by Section 8.12; (c) the lapse or worn out property, abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial intellectual property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein); (b) Dispositions of inventory and goods held for sale in the ordinary course of Loan Parties’ business; (c) Dispositions of equipment or Real Estate to the extent that such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if such property is Collateral, then such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Parties; (d) Dispositions of property by any Subsidiary Collateral which is subject to a casualty event resulting in damage to or the destruction of such Collateral, so long as the Borrower or prepays the Loans as required pursuant to a wholly-owned Restricted Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.032.4(a); (e) Dispositions permitted by Sections 7.04 (a)of interests in Approved Projects, (b)or of interests in Project Company Guarantors, (c), (d), (fin each case subject to compliance with the requirements of Section 2.3(c) and (gor Section 2.3(e); (f) bulk sales or other dispositions Dispositions of the inventory of the Borrower or a Restricted Subsidiary cash and cash equivalents pursuant to transactions 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 (i) in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators prohibited hereunder for reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunderequivalent value; (g) grants Dispositions of licenses of Intellectual Property machinery, equipment or materials no longer used or useful in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a wholeany Loan Party; (h) Dispositions by the Borrower and the Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist obsolete or would result from such Disposition, (ii) the aggregate book value of all worn-out property Disposed of in reliance on this clause (h) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business; and (ji) Dispositions resulting from any issuance taking or sale condemnation of Equity Interests inany property of the Borrower, any Loan Party by any Governmental Authority or sale Dispositions of Indebtedness or other securities ofany assets subject to a casualty event in connection with the adjustment of insurance claims relating to such assets, an Unrestricted Subsidiary; provided, however, that any Disposition pursuant to clauses (a) though (d), and clauses (f) and (h) shall be for fair market valuein each case so long as the Borrower complies with all applicable mandatory prepayment requirements set forth herein.

Dispositions. Make None of the Loan Parties will, or will permit any of its Restricted Subsidiaries to, make any Disposition or enter into any agreement to make any Disposition, except: (ai) Dispositions of obsolete obsolete, worn out, damaged, surplus or worn out propertyotherwise no longer used or useful machinery, parts, equipment or property (including Intellectual Property) that is other assets no longer used or useful in the conduct of the business of the Borrower and or any of its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein); (b) Dispositions of inventory and goods held for sale in the ordinary course of business; (cii) Dispositions of equipment cash, Cash Equivalents, inventory, materials and other current assets in the ordinary course of business (including the sale, transfer or Real Estate to other disposition of overdue or disputed accounts receivable, in connection with the extent that such property is exchanged for credit against all compromise or a portion collection thereof) and the conversion of the purchase price of similar replacement property and, if such property is Collateral, then such replacement property is made subject to Liens cash into Cash Equivalents and security interests in favor of the Collateral Agent for the benefit of the Credit PartiesCash Equivalents into cash; (diii) Dispositions of property subject to Events of Loss; (iv) the sale or issuance of any Subsidiary’s Equity Interests to the Borrower or any Restricted Subsidiary; provided that any Guarantor shall only issue or sell its Equity Interests to the Borrower or another Guarantor; (v) Dispositions by the Borrower to any Subsidiary or any Subsidiary to the Borrower or to a wholly-owned Restricted Subsidiarythe Borrower or another Subsidiary of the Borrower; provided that if the transferor of such property is a Subsidiary GuarantorRestricted Subsidiary, the transferee thereof must either be the Borrower or a Subsidiary Guarantor Restricted Subsidiary; provided, further that if the transferor is the Borrower or an Investment permitted under Section 7.03a Guarantor, the transferee must be either the Borrower or a Guarantor; (evi) Dispositions that are Investments not prohibited by Section 7.18 or Dispositions that are permitted by Sections 7.04 Section 7.24; (a)vii) Dispositions of property or assets from a Loan Party to a Subsidiary that is not a Loan Party or to a joint venture of a Loan Party; provided, that, as of the date of any such Disposition, the aggregate fair market value of property and assets subject to such Dispositions (b)determined at the time of such Dispositions) pursuant to this clause (vii) from and after the Amendment No. 2 Effective Date does not exceed $250,000,000 in the aggregate; (viii) Dispositions or Exchanges by the Borrower and the Restricted Subsidiaries to the extent that the Net Cash Proceeds of any such Disposition or Exchange are applied to prepay the Term Loans pursuant to (and to the extent required by) Section 2.04; (ix) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to buy/sell arrangements between the joint venture parties set forth in joint venture arrangements or similar binding arrangements (c), (d), (fi) in substantially the form as such arrangements are in effect on the Amendment No. 2 Effective Date and (gii) to the extent that the Net Cash Proceeds of any such Disposition are applied to prepay the Term Loans pursuant to (and to the extent required by) Section 2.04(b)(ii); (fx) bulk sales Dispositions of Unrestricted Subsidiaries; (xi) Leases, subleases, licenses or other dispositions sublicenses of the inventory of the Borrower assets or a Restricted Subsidiary not properties 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 (i) in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder; (g) grants of licenses of Intellectual Property in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; (hxii) Dispositions by the Borrower of Intellectual Property and the Restricted Subsidiaries licensing or sublicensing of Intellectual Property rights and other transfers of Intellectual Property and copyrighted material on commercially reasonable terms; (xiii) Dispositions of assets or properties to the extent that such assets or properties are exchanged for credit against the purchase price of similar replacement assets or properties or the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement assets or properties, in each case, in the ordinary course of business; (xiv) termination of Swap Contracts; (xv) the settlement of tort or other litigation claims; and (xvi) Dispositions of receivables, including current, overdue or disputed accounts receivables, in connection with the collection, compromise or settlement thereof, including through factoring or receivables transfer or sale arrangements or other Dispositions of such receivables at a discount to the face amount thereof, provided, that the aggregate outstanding amount of receivables that may be subject to any factoring or other sale, transfer or other Disposition arrangement shall not otherwise permitted under this Section 7.05exceed $200,000,000 at any time; provided that (iA) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this with respect to clause (hviii) in above, any Fiscal Year of Borrower such Disposition or Exchange shall be for fair market value and, with respect to any Disposition (but not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) any Exchange), at least 75% of the purchase price for such asset shall be paid to consideration received therefor by the Borrower Loan Parties or any such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be in the form of cash for the purposes of this clause or Cash Equivalents (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate including by way of any Loan Party) within any Store in the ordinary course of business; and (j) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that any Disposition pursuant to clauses (a) though (d), and clauses (fMonetization Transaction) and (hB) after giving effect to any such Disposition or Exchange pursuant to clause (viii), (1) the Loan Parties shall be in compliance on a pro forma basis with the Financial Covenants, recomputed as of the last day of the most recently ended Quarter for fair market valuewhich financial statements have been delivered pursuant to Section 7.01 and calculated as if such Disposition occurred on the first day of the 12-month period then ended and (2) no Event of Default shall exist or shall result therefrom.

Dispositions. Make None of the Loan Parties will, or will permit any of its Restricted Subsidiaries to, make any Disposition or enter into any agreement to make any Disposition, except: (ai) Dispositions of obsolete obsolete, worn out, damaged, surplus or worn out propertyotherwise no longer used or useful machinery, parts, equipment or property (including Intellectual Property) that is other assets no longer used or useful in the conduct of the business of the Borrower and or any of its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein); (b) Dispositions of inventory and goods held for sale in the ordinary course of business; (cii) Dispositions of equipment cash, Cash Equivalents, inventory, materials and other current assets in the ordinary course of business (including the sale, transfer or Real Estate to other disposition of overdue or disputed accounts receivable, in connection with the extent that such property is exchanged for credit against all compromise or a portion collection thereof) and the conversion of the purchase price of similar replacement property and, if such property is Collateral, then such replacement property is made subject to Liens cash into Cash Equivalents and security interests in favor of the Collateral Agent for the benefit of the Credit PartiesCash Equivalents into cash; (diii) Dispositions of property subject to Events of Loss; (iv) the sale or issuance of any Subsidiary’s Equity Interests to the Borrower or any Restricted Subsidiary; provided that any Guarantor shall only issue or sell its Equity Interests to the Borrower or another Guarantor; (v) Dispositions by the Borrower to any Subsidiary or any Subsidiary to the Borrower or to a wholly-owned Restricted Subsidiarythe Borrower or another Subsidiary of the Borrower; provided that if the transferor of such property is a Subsidiary GuarantorRestricted Subsidiary, the transferee thereof must either be the Borrower or a Subsidiary Guarantor Restricted Subsidiary; provided, further that if the transferor is the Borrower or an Investment permitted under Section 7.03a Guarantor, the transferee must be either the Borrower or a Guarantor; (evi) Dispositions that are Investments not prohibited by Section 7.18 or Dispositions that are permitted by Sections 7.04 Section 7.24; (vii) Dispositions of (a) property or assets from a Loan Party to a Subsidiary that is not a Loan Party or to a joint venture of a Loan Party (b) AMC/Sundance Channel Global Networks LLC, a Delaware limited liability company and any of its subsidiaries (collectively, “Sundance International”) and any property or assets held by Sundance International to the extent such property or assets are held on the Closing Date to a Restricted Subsidiary or (c) RMH GE to a Restricted Subsidiary, in accordance with Section 7.23(vii); provided, that in the case of sub-clause (a) of this Section 7.24(vii), as of the date of any such Disposition the aggregate fair market value of property and assets subject to such Dispositions (b)determined at the time of such Dispositions) pursuant to sub-clause (a) of this clause (vii) during the term of this Agreement does not exceed $150,000,000; (viii) Dispositions or Exchanges by the Borrower and the Restricted Subsidiaries to the extent that the Net Cash Proceeds of any such Disposition or Exchange are applied to prepay the Term Loans pursuant to (and to the extent required by) Section 2.04; 115 (ix) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to buy/sell arrangements between the joint venture parties set forth in joint venture arrangements or similar binding arrangements (c), (d), (fi) in substantially the form as such arrangements are in effect on the Closing Date and (gii) to the extent that the Net Cash Proceeds of any such Disposition are applied to prepay the Term Loans pursuant to (and to the extent required by) Section 2.04(b)(ii); (fx) bulk sales Dispositions of Unrestricted Subsidiaries; (xi) Leases, subleases, licenses or other dispositions sublicenses of the inventory of the Borrower assets or a Restricted Subsidiary not properties 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 (i) in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder; (g) grants of licenses of Intellectual Property in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; (h) Dispositions by the Borrower and the Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (h) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business; and (j) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that any Disposition pursuant to clauses (a) though (d), and clauses (f) and (h) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, or property (including Intellectual Property) that is no longer used or useful in the business of the Parent Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein)business; (b) Dispositions of inventory inventory, equipment or cash and goods held for sale Cash Equivalents in the ordinary course of business; (c) Dispositions of equipment or Real Estate real property to the extent that such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if such property is Collateral, then such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Partiesproperty; (d) Dispositions of property by any Subsidiary to the a 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 the a Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03Guarantor; (e) Dispositions permitted by Sections Section 7.04 (a), (b), (c), (d), (f) and (g)transactions permitted by Section 7.18; (f) bulk sales casualty, condemnation or any other dispositions event giving rise to a Recovery Event; (g) the cross-licensing or licensing of intellectual property, in the inventory ordinary course of business; (h) the Borrower leasing, occupancy or a Restricted Subsidiary not sub-leasing of real property in the ordinary course of business in connection that would not materially interfere with Store closings, at arm’s length, provided, that the required use of such Store closures and related Inventory dispositions shall not exceed real property by any Loan Party; (i) in any Fiscal Yearthe sale or discount, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder; (g) grants of licenses of Intellectual Property in the ordinary course of business, which do not materially interfere of overdue accounts receivable arising in the ordinary course of business, in connection with the business of the Borrower and the Restricted Subsidiaries, taken as a wholecompromise or collection thereof; (hj) Dispositions of ABL Priority Collateral; provided that such Disposition is in connection with (i) a bulk sale of Inventory or (ii) another non-ordinary course disposition in connection with Store closing; provided, further that the aggregate amount of Dispositions pursuant to this Section 7.05(j) shall not exceed 10% of the Stores of the Parent Borrower and its Subsidiaries in any Fiscal Year (measured on the basis of the Stores of the Parent Borrower and its Subsidiaries at the beginning of such Fiscal Year) or 25% of the Stores of the Parent Borrower and its Subsidiaries during the term of the Revolving Credit Facility (measured on the basis of the Stores of the Parent Borrower and its Subsidiaries on the Closing Date); (k) Dispositions by the Parent Borrower and the Restricted its Subsidiaries not otherwise permitted under this Section 7.057.05 (other than Disposition of ABL Priority Collateral); provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book fair market value of all property propertysuch Disposition is made for fair market value (as determined by a Responsible Officer of the Parent Borrower in good faith), (iii) in respect of any Disposition of assets included in the Borrowing Base, if the assets Disposed of in reliance on this clause (hj) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value 75,000,000 during the term of not more than $5.0 million per year this Agreement and (iiiaccounted for in excess of property held ten percent (10%) of the Borrowing Base then in effect, (A) concurrently with such Disposition, the Parent Borrower shall deliver a Borrowing Base Certificate showing the Borrowing Base as of the date of such Disposition after giving effect thereto, with such Borrowing Base Certificate to be certified as complete and correct in all material respects on behalf of the Borrowers by Foreign Subsidiaries may a Responsible Officer of the Parent Borrower, (B) for purposes of Pro Forma Basis calculations hereunder, such Disposition shall be Disposed deemed a Disposition of in reliance on this a line of business for purposes of clause (hb)(ii) of the definition of “Pro Forma Basis” and (iiiC) the purchase price for such assets shall equal or be greater than the portion(s) of the Credit Card Receivables Component, the Inventory Component and/or the Letter of Credit Component, as the case may be, applicable to such assets immediately prior to such Disposition, and (iv) at least 75% of the purchase price for such asset shall be paid to the Parent Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii))cash; (il) Licenses for Dispositions consisting of Liens permitted by Section 7.02, Investments permitted by Section 7.03 and Restricted Payments permitted by Section 7.06; and (m) the conduct surrender, settlement or release of licensed departments (other than to an Affiliate of any Loan Party) within any Store claims in the ordinary course of business; and (j) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that any Disposition pursuant to clauses (aSection 7.05(a) though (dthrough Section 7.05(c), and clauses (fSection 7.05(j) and (hor Section 7.05(k) shall be for fair market value.

Dispositions. Make Convey, sell, lease, transfer, assign, or otherwise dispose of (including, without limitation, pursuant to a Division) (collectively, “Transfer”), or permit any Disposition of its Subsidiaries to Transfer, all or enter into any agreement to make any Dispositionpart of its business or property, except: except for Transfers (a) Dispositions of Inventory in the ordinary course of business; (b) of worn- out, surplus or obsolete or worn out propertyEquipment that is, or property (including Intellectual Property) that is in the reasonable judgment of Borrower, no longer used economically practicable to maintain or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein); (b) Dispositions of inventory and goods held for sale in the ordinary course of business; Borrower; (c) Dispositions consisting of equipment or Real Estate to the extent that such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if such property is Collateral, then such replacement property is made subject to Permitted Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Parties; Permitted Investments; (d) Dispositions consisting of property by the sale or issuance of any Subsidiary to the stock, partnership, membership, or other ownership interest or other equity securities of 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 the Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03; 6.2 of this Agreement; (e) Dispositions permitted consisting of Borrower’s or its Subsidiaries’ use or transfer of money or Cash Equivalents in a manner that is not prohibited by Sections 7.04 (a)the terms of this Agreement or the other Loan Documents, (b), (c), (d), including without limitation cash returns or refunds of customer payments; (f) and (g); (f) bulk sales or other dispositions of non-exclusive licenses for the use of the inventory property of the Borrower or a Restricted Subsidiary 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 (i) in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder; (g) grants of licenses of Intellectual Property Subsidiaries in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; other licenses permitted pursuant to part (h) Dispositions by of the Borrower and the Restricted Subsidiaries defined Permitted Liens; (g) other Transfers not otherwise permitted under this Section 7.05; provided that to exceed One Hundred Thousand Dollars (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (h$100,000) in any Fiscal Year of Borrower shall not exceed $10.0 milliontwelve (12) month period; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business; and (j) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that any Disposition pursuant to clauses (a) though (d), and clauses (f) and (h) other Transfers in which Borrower will receive cash proceeds in an amount equal to no less than seventy-five percent (75%) of such other Transfer consideration (fixed or contingent) paid or payable to Borrower or its Subsidiary. For the avoidance of doubt, none of (a) the sale of any Permitted Convertible Indebtedness, (b) the sale of any Warrant Transaction, (c) the purchase of any Bond Hedge Transaction or (d) the performance by Borrower of its obligations under any Permitted Convertible Indebtedness, any Warrant Transaction or any Bond Hedge Transaction (including the settlement or termination of any Bond Hedge Transaction or Warrant Transaction) shall be for fair market valueconstitute a Transfer.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, or property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein)business; (b) Dispositions of inventory and goods held for sale in the ordinary course of business; (c) Dispositions of equipment or Real Estate property to the extent that the board of directors of the Borrower has reasonably determined in good faith that the terms of the transaction are fair and reasonable to the Borrower or such property is exchanged for credit against Subsidiary, as the case may be; and within one year after the receipt of any Net Cash Proceeds with respect to such Disposition the Company or such Subsidiary shall have used any Net Cash Proceeds to (i) replace the properties or assets that were the subject of the Disposition, (ii) acquire properties or assets in the businesses of the Borrower and its Subsidiaries or (iii) repay all or a portion part of the purchase price of similar replacement property andObligations or Indebtedness outstanding under the notes issued pursuant to the Note Purchase Agreement, if such property is Collateralthe Indebtedness outstanding under the Revolving Credit Agreement, then such replacement property is made subject to Liens and security interests in favor of or the Collateral Agent for the benefit of the Credit PartiesIndebtedness outstanding under this Agreement; (d) Dispositions of property by any Subsidiary to the Borrower or to a whollyWholly-owned Restricted SubsidiaryOwned Subsidiary or by the Borrower to any Guarantor; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03Guarantor; (e) Dispositions permitted by Sections 7.04 (a), (b), (c), (d), (f) and (g)Section 7.04; (f) bulk sales or other dispositions of the inventory of the Borrower or a Restricted Subsidiary 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 (i) in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder; (g) grants of licenses of Intellectual Property in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; (h) Dispositions by the Borrower and the Restricted its Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (hf) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional 10% of the Borrower’s Consolidated Net Worth as of the consummation of such Disposition, (iii) the aggregate book value of not more than $5.0 million per year of all property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (hf) and (iii) at least 75during the term of this Agreement shall not exceed 30% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) Borrower’s Consolidated Net Worth as of the Borrower or consummation of such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause Disposition; and (iii)); (iiv) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business; and (j) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that any Disposition pursuant to clauses (a) though (d), and clauses clause (f) and (h) shall be for fair market value; (g) leases, subleases, licenses or sublicenses granted in the ordinary course of business to others, which could not reasonably be expected to have a Material Adverse Effect; (h) the grant of any Lien that is a Permitted Lien; and (i) Dispositions of assets within 365 days after the acquisition thereof if (i) such assets are outside the principal business areas to which the assets acquired, taken as a whole, relate, and (ii) such assets are sold or disposed of for cash or any other consideration which represents the fair market value thereof.

Dispositions. Make any Disposition or enter into any agreement to make any DispositionDisposition (other than Dispositions permitted pursuant to Sections 7.01, 7.04(a) - (d) and 7.06), except: (a) Dispositions of obsolete surplus, obsolete, used or worn out propertyproperty or other property that, or property (including Intellectual Property) that in the reasonable judgment of the Borrower, is no longer used or useful in the its business (but excluding any real property); (i) Dispositions of the Borrower and its Restricted Subsidiaries whether now owned inventory, equipment or hereafter acquired, in each case, accounts receivable in the ordinary course of business and (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein); (bii) Dispositions of inventory and goods held for sale accounts receivable in connection with a factoring facility in an aggregate outstanding principal amount not to exceed $25,000,000 at any time entered into by a non-Guarantor Restricted Subsidiary of the Borrower undertaken consistent with past practice or in the ordinary course of business; (c) Dispositions of equipment or Real Estate to the extent that such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if such property is Collateral, then such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Partiesassets set forth on Schedule 7.05; (d) Dispositions of property by any Subsidiary cash and Cash Equivalents pursuant to the 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 the Borrower or a Subsidiary Guarantor or an Investment transactions permitted under this Agreement (including pursuant to Section 7.037.02) or otherwise in the ordinary course of business; (e) Dispositions permitted by Sections 7.04 (a), (b), (c), (d), (f) and (g)of Receivables Assets pursuant to Permitted Securitization Programs; (f) bulk sales or other dispositions (A) the sale of the inventory of the Borrower or a Restricted Subsidiary not defaulted receivables in the ordinary course of business and not as part of a Permitted Securitization Program and (B) Dispositions of receivables in connection with Store closingsthe compromise, at arm’s length, provided, that such Store closures and related Inventory dispositions shall not exceed (i) in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) settlement or collection thereof in the aggregate from and after the Closing Date, twenty-five percent (25%) ordinary course of the number of the Borrower’s and its Restricted Subsidiaries’ Stores business or in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunderbankruptcy or similar proceeding; (g) grants licensing, sublicensing and cross-licensing arrangements involving any technology or other intellectual property of licenses the Borrower or any Restricted Subsidiary in the ordinary course of Intellectual Property business or lapse or abandonment of intellectual property rights in the ordinary course of business that, in the reasonable judgment of the Borrower, is no longer useful in its business; (h) Permitted Asset Swaps; (A) the grant in the ordinary course of business of any non-exclusive easements, permits, licenses, rights of way, surface leases or other surface rights or interests and (B) any lease, sublease or license of assets (with a Loan Party as the lessor, sublessor or licensor) in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; (hi) Dispositions by transfers of condemned property as a result of the Borrower and the Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided exercise of “eminent domain” or other similar policies or (ii) transfers of properties that have been subject to a casualty event or act of god; (k) if immediately after giving effect to such Disposition, (i) at the time no Event of such Disposition, no Default shall exist or would result from such Dispositionhas occurred and is continuing, (ii) the aggregate book consideration received for such Disposition shall be in an amount at least equal to the fair market value of all property Disposed of thereof as reasonably determined by the Borrower in reliance on this clause (h) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) good faith and (iii) at least 75% of the purchase price consideration for such asset Dispositions undertaken pursuant to this Section 7.05(k) shall be paid in cash or Cash Equivalents, provided that, for purposes of this provision, each of the following shall be deemed to be cash: (A) any securities, notes, other obligations or assets received by the Borrower or any Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents within 180 days of the receipt thereof, to the extent of the cash or Cash Equivalents received in cash that conversion; (with an assumption B) any liabilities of Indebtedness the Borrower or any Restricted Subsidiary (other than Subordinated Indebtednesscontingent liabilities) that are assumed by the transferee of any such assets and as a result of which the Borrower or such Restricted Subsidiary is released from further liability; and (C) any Designated Non-Cash Consideration received by a purchaser the Borrower or any of its Restricted Subsidiaries in connection such Disposition; provided that the quantity equal to (1) the aggregate fair market value of such Designated Non-Cash Consideration, as reasonably determined by the Borrower in good faith, taken together with the applicable Disposition shall be deemed fair market value at the time of receipt of all other Designated Non-Cash Consideration received pursuant to be cash for the purposes of this clause (iiiB) minus (2) the amount of Net Proceeds previously realized in cash from prior Designated Non-Cash Consideration shall not exceed $25,000,000; (l) any Investment permitted pursuant to Sections 7.02(l) or 7.02(m)), which constitutes a Disposition; (m) Dispositions that do not constitute Asset Sales; (n) to the extent allowable under Section 1031 of the Code, or any comparable or successor provision, any like kind exchange of property for use in a Similar Business; (i) Licenses for any surrender or waiver of contractual rights or the conduct settlement, release, or surrender of licensed departments (contractual rights or other than to an Affiliate of any Loan Party) within any Store litigation claims in the ordinary course of businessbusiness or (ii) any settlement, discount, write off, forgiveness, or cancellation of any Indebtedness owing by any present or former directors, officers, or employees of the Borrower or` any Restricted Subsidiary or any of their successors or assigns; (p) the unwinding or termination of any Hedging Obligations; and (jq) any issuance or the sale of Equity Interests in, or sale assets by the Borrower and its Restricted Subsidiaries consisting of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, Real Property solely to the extent that any Disposition pursuant to clauses (a) though (d), such Real Property is not necessary for the normal conduct of operations of the Borrower and clauses (f) and (h) shall be for fair market valueits Restricted Subsidiaries.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:except the following (each a “Permitted Disposition”): (a) Dispositions of obsolete or worn out property, or property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, Equipment in the ordinary course of business (it being understood that this clause (a) does is substantially worn, damaged, obsolete or, in the judgment of a Loan Party, no longer useful or necessary in its business and is not include the liquidation of any Store or the inventory and other assets located therein)replaced with similar property having at least equivalent value; (b) Dispositions of inventory and goods held for sale Inventory in the ordinary course of business; (c) Dispositions Store closings (including the termination or non-renewal of equipment any applicable Lease or Real Estate to the extent that such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if such property is Collateral, then such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Parties; (d) Dispositions of property by any Subsidiary to the 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 the Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03; (e) Dispositions permitted by Sections 7.04 (acontract), (b), (c), (d), (f) and (g); (f) bulk sales or other dispositions of the inventory Inventory of a Loan Party conducted in orderly fashion in accordance with the Borrower applicable Store contract or a Restricted Subsidiary not in otherwise and otherwise typical for the ordinary course of business in connection with Store closings, at arm’s lengthcollege bookseller industry (“Customary Dispositions”), provided, that such any other Store closures and related Inventory dispositions that are not Customary Dispositions shall be permitted hereunder so long as such closures and dispositions shall not exceed (i) in any Fiscal YearYear of the Lead Borrower, ten percent (1010.0%) of the number of the Borrower’s and its Restricted SubsidiariesLoan Parties’ Stores Store contracts as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Yearopenings) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (2525.0%) of the number of the Borrower’s and its Restricted Subsidiariessuch Loan Parties’ Stores Store contracts in existence as of the Closing Date (net of new Store openings), provided, that all sales ; (d) Dispositions of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be constituting Licensed Merchandise in accordance with liquidation agreements the Merchandising Agreement and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunderE-Commerce Agreement; (ge) grants of non-exclusive licenses of Intellectual Property of a Loan Party in the ordinary course of business; (f) sales, which do transfers and dispositions by any Loan Party to a Borrower; (g) sales, transfers and dispositions of any Immaterial Subsidiary to another Person; provided, however, that the total assets and gross revenue of all Immaterial Subsidiaries disposed of from and after the Second Amendment Effective Date shall not materially interfere with exceed five percent (5%) of (i) the business Consolidated total assets of the Lead Borrower and its Subsidiaries and (ii) the Restricted Consolidated gross revenue of the Lead Borrower and its Subsidiaries, taken as a wholerespectively; (h) as long as no Default then exists or would arise therefrom and each of the Agents shall have consented in writing thereto in writing, sales of Real Estate of any Loan Party (or sales of any Person or Persons created to hold such Real Estate or the equity interests in such Person or Persons) in an aggregate amount disposed of at any time during the Bridge Loan Period not to exceed $10,000,000, 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, the Collateral Agent shall have received from such purchaser or transferee a Collateral Access Agreement on terms and conditions reasonably satisfactory to the Collateral Agent; (i) any Disposition of Real Estate to a Governmental Authority as a result of the condemnation of such Real Estate; (j) as long as each of the Agents shall have consented thereto in writing, Dispositions by of Excluded Assets in accordance with any intercreditor agreement or Security Documents applicable thereto in an aggregate amount disposed of at any time during the Borrower Bridge Loan Period not to exceed $10,000,000 and the Restricted Subsidiaries not otherwise constituting Material IP; (k) termination or non-renewal of a Lease and granting a lease, sublease, license or other occupancy interest with respect to any owned Real Estate or any real property subject to a Lease, in each case, so long as such action could not reasonably be expected to result in Material Adverse Effect; and (l) as long as no Default exists or would arise therefrom and without duplication of Dispositions permitted under this Section 7.05; provided pursuant to clauses (a) through (k) above, other Dispositions, provided, that (i) at during the time of such DispositionBridge Loan Period, no Default shall exist or would result from such Disposition, (ii) the aggregate book fair market value of all property assets Disposed of in reliance on this clause paragraph (hl) in shall not exceed (x) solely with respect to a Qualifying Dispositionany other Disposition constituting a Specified Event; provided the Net Proceeds of whichthereof are applied to prepay Indebtedness as contemplated inin accordance with the terms of Section 2.05(e)(ii), (1) the aggregate amount necessary to prepay all outstanding FILO Loans and all outstanding Subordinated Term Loan Obligations as of the date of such Disposition plus (2) any unused amount under the following subclause (y), and (y) with respect to any Disposition that is not a Qualifying Disposition, an amount not to exceed, during any Fiscal Year of Borrower the Lead Borrower, $35,000,000 (less any amount used pursuant to the foregoing subclause (x)(2)), and (ii) after the expiration of the Bridge Loan Period, the aggregate fair market value of all assets Disposed of in reliance upon this paragraph (l), shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% 35,000,000 during any Fiscal Year of the purchase price for such asset shall be paid to the Lead Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business; and (j) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, further that any Disposition pursuant to clauses during a Fiscal Year shall be deducted from the maximum Disposition amount under this paragraph (al) though (dduring such Fiscal Year regardless of whether such Disposition occurred before or after the expiration of the Bridge Loan Period), and clauses (fin either case 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) and (h) and, if applicable, Section 2.05(f).. Notwithstanding anything to the contrary, no Material IP shall be for fair market valuepermitted to be transferred (including by way of an exclusive license, investment, Disposition, designation as an Immaterial Subsidiary or otherwise), or come to be owned by, any Subsidiary that is not a Loan Party.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, or, in the case of any Subsidiary of the Parent, issue, sell or otherwise dispose of any of such Subsidiary’s Equity Interests to any Person, except: (a) Dispositions of obsolete or worn out propertyequipment, or property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein); (b) Dispositions of inventory and goods held for sale in the ordinary course of business; (c) Dispositions of equipment or Real Estate to the extent that such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if such property is Collateral, then such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Parties; (db) Dispositions of property by any Subsidiary of ESR OP to the Borrower ESR OP or to a wholly-owned Restricted Subsidiaryanother Subsidiary of ESR OP; provided that (i) if the transferor of such property is a Borrower or a Subsidiary Guarantor, then the transferee thereof must either be the a Borrower or a Subsidiary Guarantor or and (ii) if the property subject to such Disposition includes any Collateral, then, after giving effect to such Disposition, such property shall continue to constitute Collateral; (c) Dispositions permitted by Section 7.04; (d) the Disposition of (i) an Investment permitted under Property constituting a Borrowing Base Property or (ii) the Equity Interests of any Subsidiary of ESR OP that, directly or indirectly, owns any Investment Property constituting a Borrowing Base Property, in each case only to the extent that such Investment Property is removed from the pool of Borrowing Base Properties in accordance with Section 7.032.19(c) concurrently with such Disposition; (e) Dispositions permitted by Sections 7.04 of assets (a), (b), (c), (d), (fother than Equity Interests of ESR OP or a Subsidiary thereof) and (g)not constituting a Borrowing Base Property; (f) bulk sales the sale or other dispositions Disposition of the inventory Equity Interests of the Borrower or a Restricted any Subsidiary of ESR OP that does 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 own (i) in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and Borrowing Base Property or (ii) in the aggregate from and after the Closing DateEquity Interests, twenty-five percent (25%) directly or indirectly, of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, any Affiliated Investor that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in owns any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative AgentBorrowing Base Property; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder;and (g) grants the issuance, sale or other Disposition of licenses limited partnership interests of Intellectual Property in ESR OP as consideration for the ordinary course of business, which do not materially interfere with the business purchase by a Subsidiary of the Borrower and the Restricted SubsidiariesParent of an Investment Property, taken as a whole; (h) Dispositions by the Borrower and the Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (h) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset shall be paid but solely to the Borrower or such Restricted Subsidiary in cash (with an assumption extent that, after giving effect thereto, a Change of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business; and (j) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that any Disposition pursuant to clauses (a) though (d), and clauses (f) and (h) shall be for fair market valueControl has not occurred.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, or property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein)business; (b) Dispositions or sales of inventory and goods held for sale hydrocarbons in the ordinary course of business; (c) Dispositions of equipment or Real Estate real property to the extent that (i) such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if or (ii) the proceeds of such property is Collateral, then Disposition are promptly applied to the purchase price of such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Partiesproperty; (d) Dispositions of property by the Borrower or any Subsidiary to the Borrower or to a wholly-owned Restricted SubsidiarySubsidiary (excluding (x) a Subsidiary which is obligated in respect of a Facility and (y) Harvest Holding LLC); provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03Guarantor; (e) Dispositions permitted by Sections 7.04 (a), (b), (c), (d), (f) of assets related to the Monument Butte Extension area in Utah for cash and (g)possible payment of past costs; (f) bulk sales Farmouts of a percentage of Subsidiaries’ working interest in the Gabon Project for cash and possible payment of past costs; (g) Farmouts of a percentage of Subsidiaries’ working interest for cash and possible payment of past costs in the Oman Project; (h) Farmouts of a percentage of Subsidiaries’ working interest, payment of past costs or other dispositions receipt of a carried interest in future exploration and development costs in the West Bay Project; (i) Farmouts of a percentage of the inventory Subsidiaries’ working interest, payment of past costs or receipt of a carried interest in future exploration and development costs in the Budong Budong, Indonesia Project; (j) Disposition of all or part of the Borrower Borrower’s or its Subsidiaries’ Equity Interest in Fusion LLC; (k) Disposition of all or part of Subsidiaries’ interest in the WAB-21 Block Project; (l) Execution of an agreement to enter into a Restricted Subsidiary not Strategic Transaction, so long as such agreement at all times provides for the repayment at the closing of such Strategic Transaction of the Obligations in full in cash; provided that no such Strategic Transaction shall be consummated and no Disposition shall occur pursuant to such agreement unless and until the Obligations have been paid in full in cash; (m) Entering into of any West Bay Leases; (n) Entering into any assignments of leasehold interests to form AMIs (Areas of Mutual Interest) with third parties in the ordinary course of business in connection with Store closingsand on customary terms and conditions; (o) Dispositions permitted by Section 7.04; (p) Subject to Section 7.14, at arm’s lengthDispositions by the Borrower and its Subsidiaries of property pursuant to sale-leaseback transactions, provided, provided that such Store closures and related Inventory dispositions the book value of all property so Disposed of shall not exceed (i) $5,000,000 in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunderfiscal year; (g) grants of licenses of Intellectual Property in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; (hq) Dispositions by the Borrower and the Restricted its Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default or Event of Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (hq) in any Fiscal Year of Borrower fiscal year shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) 5,000,000 and (iii) at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary solely in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii))cash; (ir) Licenses for the conduct Dispositions of licensed departments (other than to an Affiliate of any Loan Party) within any Store oil and gas properties in the ordinary course of businessbusiness not exceeding $20,000,000 in the aggregate and not otherwise permitted under this Section 7.05; (s) A Disposition in the form of the execution of an agreement to make a Restricted Payment as permitted by Section 7.02(m), so long as such agreement at all times provides for the repayment at the closing of such Strategic Transaction of the Obligations in full in cash; provided that no such Disposition and Strategic Transaction shall be consummated unless and until the Obligations have been paid in full in cash; and (jt) any issuance or sale A Disposition in the form of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; cash as permitted by Section 7.03(c)(v). provided, however, that any Disposition pursuant to clauses (aSection 7.05(a) though (d), and clauses (f) and (hthrough Section 7.05(s) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of inventory, surplus, obsolete or worn out propertyproperty and other assets, or property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein); (b) Dispositions of inventory and goods held for sale in the ordinary course of business; (cb) Dispositions of equipment or Real Estate real property to the extent that (i) such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if or (ii) the proceeds of such property is Collateral, then Disposition are reasonably promptly applied to the purchase price of such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Partiesproperty; (dc) Dispositions of property by any Subsidiary to the 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 the Borrower or a Subsidiary Guarantor or an Investment Guarantor; (d) Dispositions permitted under by Section 7.037.04; (e) Dispositions the Borrower or any of its Subsidiaries may make any Investment permitted by Sections 7.04 (a), (b), (c), (d), (f) and (g)Section 7.02; (f) bulk sales or other dispositions non-exclusive licenses of the inventory of the Borrower or a Restricted Subsidiary not IP Rights in the ordinary course of business in connection and substantially consistent with Store closings, at arm’s length, provided, that such Store closures and related Inventory dispositions shall not exceed (i) in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agentpast practice; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder;and (g) grants of licenses of Intellectual Property in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; (h) Dispositions by the Borrower and the Restricted its Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of any such Disposition, no Default shall exist or would result from such Disposition, Disposition and (ii) after giving effect to any such Disposition (the aggregate book value “Applicable Disposition”), (A) the sum of all property Disposed the Preceding Year Gross Revenues with respect to each Subsidiary, division or business unit of the Borrower or any of its Subsidiaries which was the subject of any Disposition in reliance on this clause (hg) in any Fiscal Year the twelve calendar month period ending on the date of Borrower the Applicable Disposition shall not exceed $10.0 million; provided that an additional aggregate book value 10% of not more than $5.0 million per year consolidated gross revenue of property held by Foreign the Borrower and its Subsidiaries may be Disposed for the twelve calendar month period ending on the last day of the month preceding the date of the Applicable Disposition, and (B) the sum of the Preceding Year Gross Revenues with respect to each Subsidiary, division or business unit of the Borrower or any of its Subsidiaries which was the subject of any Disposition in reliance on this clause (hg) and (iii) at least 75after the Closing Date shall not exceed 25% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) consolidated gross revenue of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash and its Subsidiaries for the purposes twelve calendar month period ending on the last day of this clause (iii)); (i) Licenses for the conduct month preceding the date of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business; and (j) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted SubsidiaryApplicable Disposition; provided, however, that any Disposition pursuant to clauses (a) though b), (d), and clauses ) (fexcept for intercompany Dispositions permitted by Section 7.04) and (he) through (g) shall be for fair market value; provided further, however, that any 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 any Dispositions of property by the liquidating or dissolving Subsidiaries in connection with such liquidation or dissolution are made to the Borrower or a wholly-owned Subsidiary in accordance with this Section 7.05, and if after giving effect thereto the Borrower is in compliance with Section 6.12.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, or property (including Intellectual Property) that is no longer used or useful usable in the business of the Borrower and its Restricted Subsidiaries business, whether now owned or hereafter acquired, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein)business; (b) Dispositions of inventory and goods held for sale in the ordinary course of business; (c) Dispositions of equipment or Real Estate real property to the extent that (i) such property is exchanged for credit against all or a portion of the purchase price of similar replacement property andor (ii) a Responsible Officer of Holdings shall have delivered a certificate to the Applicable Administrative Agent prior to the date of such Disposition stating that Holdings or any Subsidiary of Holdings intends to reinvest the proceeds of such Disposition in replacement property of Holdings and its Subsidiaries within 365 days of receipt of such proceeds (provided that if, prior to the expiration of such 365 day period, Holdings, directly or through a Subsidiary, shall have entered into a binding agreement providing for such investment on or prior to the date that is 180 days after the expiration of such 365 day period, such 365 day period shall be extended to the date provided for such investment in such binding agreement); provided that if such property investment is Collateralnot made as contemplated by this clause (ii), then such replacement property is Disposition shall not be deemed to have been made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Partiesaccordance with this clause (ii); (di) Dispositions of property by any Borrower of a Group to any Guarantor of the same Group, or by any Subsidiary of a Group to the any Borrower or Guarantor of the same Group or by any Subsidiary that is not a Loan Party to any Subsidiary that is not a wholly-owned Restricted SubsidiaryLoan Party; provided that if the transferor of such property is a Subsidiary Borrower or a Guarantor, the transferee thereof must either be a Borrower of the Borrower same Group or a Guarantor of the same Group and (ii) the issuance by ACCO Canadian Subsidiary Guarantor (or an Investment its successor-in-interest by a permitted under Section 7.03amalgamation) of up to $35,000,000 liquidation value of preferred stock having terms and conditions reasonably satisfactory to the Administrative Agent to Holdings and the subsequent redemption thereof by ACCO Canadian Subsidiary (or its successor-in-interest by a permitted amalgamation) for a cash redemption amount not exceeding the cash proceeds received by ACCO Canadian Subsidiary from (or its successor-in-interest by a permitted amalgamation) the issuance of such preferred stock; (e) Dispositions permitted by Sections 7.04 (a), (b), (c), (d), (f) and (g)of accounts receivable for purposes of collection; (f) bulk sales Dispositions of investment securities and Cash Equivalents in the ordinary course of business; (g) (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; (h) licensing or other dispositions sublicensing of the inventory of the Borrower or a Restricted Subsidiary not IP Rights in the ordinary course of business in connection with Store closingsfor fair market value and on customary terms; provided that the grant of any exclusive license shall not materially interfere with, at arm’s lengthor preclude, provided, the exploitation by Holdings or any of its Subsidiaries of any IP Rights to the extent that such Store closures and related Inventory dispositions shall not exceed IP Rights continue to be used in the business; (i) in any Fiscal Year, ten percent (10%) transfers of condemned property as a result of the number exercise of “eminent domain” or other similar policies to the Borrower’s respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), and its Restricted Subsidiaries’ Stores as transfers of property that have been subject to a casualty to the beginning respective insurer of such Fiscal Year (net real property as part of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunderan insurance settlement; (g) grants of licenses of Intellectual Property in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; (hj) Dispositions by the Borrower Holdings and the Restricted its Subsidiaries of property not otherwise permitted under this Section 7.057.05 (but in any event excluding Receivables Program Assets); provided that (i) at the time of such DispositionDisposition and after giving effect thereto, no Default shall exist or would result from such Disposition, (ii) the aggregate book value proceeds of all such Dispositions in the aggregate from the Closing Date are less than the greater of (x) $100,000,000 and (y) 3.50% of Consolidated Total Assets of Holdings, (iii) the consideration received for such property Disposed shall be in an amount at least equal to the fair market value thereof, (iv) no less than 75% of such consideration shall be paid in reliance on this clause cash (h) provided that Dispositions in any Fiscal Year of Borrower shall an aggregate amount not to exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may 25,000,000 shall be Disposed of in reliance on this clause (hexempt from such minimum cash requirements) and (iiiv) at least 75% of the purchase price for such asset Net Cash Proceeds thereof shall be paid to the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary applied as required by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iiiSection 2.05(b)(i)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business; and (j) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that any Disposition pursuant to clauses for the purposes of clause (a) though (div), the following shall be deemed to be cash: (A) any liabilities (as shown on Holdings’ or the applicable Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings 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 clauses for which Holdings and all of its Subsidiaries shall have been validly released by all applicable creditors in writing and (fB) any securities received by Holdings or the applicable Subsidiary from such transferee that are converted by Holdings 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 Holdings and its Subsidiaries of property acquired after the Closing Date in Permitted Acquisitions; provided that (i) Holdings identifies any such assets to be divested in reasonable detail in writing to the Applicable Administrative Agent on or before the closing date of such Permitted Acquisition, (ii) the fair market value of the assets to be divested in connection with any Permitted Acquisition does not exceed an amount equal to fifteen percent (15%) of the total cash and non-cash consideration for such Permitted Acquisition and (iii) the Net Cash Proceeds thereof shall be applied as required by Section 2.05(b)(i); and (l) Dispositions of Receivables Program Assets in connection with a Qualified Receivable Transaction; provided that (i) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof, (ii) no less than 85% of such consideration shall be paid in cash, (iii) the Net Cash Proceeds thereof shall be applied as required by Section 2.05(b)(i), (iv) the fair market value of such disposed assets shall not exceed the greater of $50,000,000 and 2.00% of Consolidated Total Assets of Holdings, (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 Lien in such Seller’s Retained Interest for the benefit of the Secured Parties have been taken by Holdings and its Subsidiaries and (hvi) no Event of Default shall have occurred and be for fair market valuecontinuing at the time such Disposition is made.

Dispositions. Make any Disposition Cause, make or enter into any agreement suffer to make any exist a Disposition, except: (a) Dispositions any Disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out property, or property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, equipment in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of or any Store or the inventory and other assets located therein); (b) Dispositions disposition of inventory and or goods (or other assets) held for sale in the ordinary course of business; (b) the Disposition of all or substantially all of the assets of the Borrower and its Restricted Subsidiaries in a manner permitted pursuant to the provisions described above under Section 6.04 or any disposition that constitutes a Change of Control; (c) Dispositions the making of equipment any Restricted Payment or Real Estate Permitted Investment that is permitted to the extent that such property be made, and is exchanged for credit against all or a portion of the purchase price of similar replacement property andmade, if such property is Collateral, then such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Partiesunder Section 6.03; (d) Dispositions any Disposition of property or assets or issuance of Equity Interests (A) by any a Restricted Subsidiary of the Borrower to the 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 the Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03; (eB) Dispositions permitted by Sections 7.04 (a), (b), (c), (d), (f) and (g); (f) bulk sales or other dispositions of the inventory of the Borrower or a Restricted Subsidiary not of the Borrower to another Restricted Subsidiary of the Borrower; provided that in the ordinary course case of business any event described in connection clause (B) where the transferee or purchaser is not a Guarantor, then at the option of the Borrower, either (1) such disposition shall constitute a Disposition for purposes of the definition of Prepayment Asset Sale or (2) the Net Cash Proceeds thereof, when aggregated with Store closingsthe amount of Permitted Investments made pursuant to clauses (a) and (c) of the definition thereof, at arm’s length, provided, that such Store closures and related Inventory dispositions shall not exceed (i) the dollar amount set forth in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning final proviso of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunderdefinition; (ge) grants any Permitted Asset Swap; (f) the sale, lease, assignment, license or sub-lease of licenses of Intellectual Property any real, intangible or personal property in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; (h) Dispositions by the Borrower and the Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (h) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business; and (jg) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that any Disposition pursuant to clauses (a) though (d), and clauses (f) and ; (h) sales of accounts receivable, or participations therein, by any Restricted Subsidiary that is not a Restricted Guarantor in connection with any Receivables Facility; (i) any sale or other disposition in connection with any financing transaction with respect to property built or acquired by the Borrower or any Restricted Subsidiary after the Closing Date (excluding property constituting Revolving Facility Primary Collateral), including Sale and Lease-Back Transactions and asset securitizations permitted under this Agreement; (j) sales of accounts receivable in connection with the collection or compromise thereof; (k) transfers of property subject to casualty or condemnation proceedings (including in lieu thereof) upon the receipt of the net cash proceeds therefor; provided such transfer shall be constitute a Property Loss Event; (l) the abandonment of intellectual property rights in the ordinary course of business, which in the reasonable good faith determination of the Borrower or a Restricted Subsidiary are not material to the conduct of the business of the Borrower and its Restricted Subsidiaries taken as a whole; (m) voluntary terminations of Hedging Obligations; (n) Dispositions (including Sale and Lease-Back Transactions) by a Foreign Subsidiary designed to generate foreign distributable reserves; (o) any Disposition to the extent not involving property (when taken together with any related Disposition or series of related Dispositions) with a fair market value in excess of $25,000,000; and (p) Dispositions (other than Dispositions by the Borrower and the Restricted Guarantors primarily of Accounts and Inventory) not otherwise permitted under this Section 6.05, provided that: (i) at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Obligations or that are owed to the Borrower or a Restricted Subsidiary, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all 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 such Disposition, and (C) any Designated Non-Cash Consideration received by the Borrower or such Restricted Subsidiary in such Disposition 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 to exceed the greater of $50,000,000 and 2.00% 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, shall be deemed to be cash for purposes of this provision and for no other purpose; or (ii) any Disposition of assets or issuance or sale of Equity Interests of a Restricted Subsidiary in any transaction or series of related transactions, when taken together with all other dispositions made in reliance on this paragraph (p), does not have a fair market value in excess of 10.0% of Total Assets of the Borrower on the Closing Date, unless immediately after giving effect to such Disposition or sale of Equity Interests, Excess Cash Availability would exceed $150,000,000; and (q) Sale and Lease-Back Transactions involving (i) real property owned on the Closing Date (other than any Mortgaged Property), (ii) property acquired not more than 180 days prior to such Sale and Lease Back Transaction for cash in an amount at least equal to the cost of such property and (iii) other property for cash consideration if the sale is treated as a Prepayment Asset Sale; provided that the consideration received by the Borrower or such Restricted Subsidiary, as the case may be, with respect to any Disposition of any property with a fair market value in excess of $25,000,000 must be at least equal to the fair market value (as determined in good faith by the Borrower) of the assets sold or otherwise disposed of. To the extent any Collateral is disposed of as expressly permitted by this Section 6.05 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 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 by the Borrower and its Subsidiaries of obsolete damaged, obsolete, unusable or worn out property, or property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, or surplus equipment acquired in connection with the Acquisition, which such surplus equipment is no longer necessary to the conduct of the operations of the Borrower and its Subsidiaries as a result of the consolidation of operations following the Acquisition, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein)business; (b) Dispositions by the Borrower and its Subsidiaries of (i) inventory and goods held for sale in the ordinary course of businessbusiness and (ii) equipment procured on behalf of a customer in the ordinary course of business and pursuant to a (A) purchase order, (B) written contract or (C) other express agreement; (c) Dispositions by the Borrower and its Subsidiaries of equipment or Real Estate real property to the extent that (i) such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if or (ii) the proceeds of such property is Collateral, then Disposition are reasonably promptly applied to the purchase price of such replacement property is made subject within one hundred and eighty (180) days after receipt thereof, or have been committed to Liens be reinvested within such one hundred eighty (180) day period and security interests in favor of are thereafter actually reinvested within two hundred seventy (270) days after the Collateral Agent for the benefit of the Credit Partiesreceipt thereof; (d) Dispositions of property by any Subsidiary of the Borrower of property to the Borrower or to a wholly-owned Restricted Subsidiaryany other Subsidiary of the Borrower which has satisfied any relevant requirements of SECTION 7.15; provided PROVIDED that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03Guarantor; (e) Dispositions by the Borrower and its Subsidiaries permitted by Sections 7.04 (a), (b), (c), (d), (f) and (g)SECTION 8.04; (f) bulk licenses of IP Rights by the Borrower and its Subsidiaries in the ordinary course of business; (g) Dispositions by the Borrower and its Subsidiaries not to exceed $5,000,000 in the aggregate during the term of this Agreement; (h) sales or other dispositions discounts of receivables by the inventory Borrower and its Subsidiaries in the ordinary course of business; (i) the lease or license of real or personal property by the Borrower and its Subsidiaries in the ordinary course of business; (j) Dispositions by the Borrower and its Subsidiaries consisting of leases and subleases of real property solely to the extent that such real property is not necessary for the normal conduct of operations of the Borrower and its Subsidiaries; and (k) Dispositions by the Borrower or a Restricted any Subsidiary not thereof, of assets acquired in connection with any Permitted Acquisition that the Borrower or such Subsidiary intended to sell at the time of such Permitted Acquisition; PROVIDED (i) such assets were identified in writing to the Administrative Agent at the time of such Permitted Acquisition and (ii) the aggregate fair market value of such assets does NOT exceed fifteen percent (15%) of the aggregate purchase price paid in connection with such Permitted Acquisition (including, without limitation, all cash payments, Indebtedness and other obligations assumed, earn-out payments (valued at an amount to be agreed upon between the Borrower and the Administrative Agent), seller financing, deferred payments or equity issued) and (iii) the Net Cash Proceeds from each such Disposition shall be subject to SECTION 2.05(d); (l) other Dispositions of property by the Borrower and its Subsidiaries 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 (i) in any Fiscal Year, ten percent (10%) of an aggregate amount not to exceed $5,000,000 during the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and term hereof or (ii) in as otherwise permitted by the aggregate from and after Required Lenders; PROVIDED that the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied from each such Disposition shall be subject to SECTION 2.05(d); PROVIDED FURTHER that the Obligations if then required hereunder; (g) grants of licenses of Intellectual Property Dollar limit set forth in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; (h) Dispositions by the Borrower and the Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that foregoing clause (i) at of this SECTION 8.05(l) shall be automatically increased Dollar-for-Dollar by the time amount of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (h) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% permanent reduction of the purchase price for such asset shall be paid Revolving Credit Commitment pursuant to the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business; and (j) any issuance or sale of Equity Interests inSECTION 2.06. PROVIDED, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, howeverHOWEVER, that any Disposition pursuant to clauses (a) though through (d), c) and clauses (f) and through (hl) shall be for fair market value.

Dispositions. Make The Parent REIT and the Company will not make any Disposition of any assets or enter into any agreement to make any Dispositionproperty, except: (a) Dispositions in the ordinary course of obsolete business (other than those Dispositions permitted under clause (b) of this Section 10.7), so long as (i) no Default or Event of Default shall exist immediately before or immediately after such Disposition, and (ii) the Company Parties will be in compliance, on a Pro Forma Basis following such Disposition, with the covenants set forth in Section 10.6 of this Agreement as demonstrated by a compliance certificate with supporting calculations delivered to the Required Holders on or prior to the date of such Disposition showing the effect of such Disposition; (b) Any of the following: (i) Dispositions of obsolete, surplus or worn out propertyproperty or other property not necessary for operations, or property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in the ordinary course of business and for no less than fair market value; (ii) Dispositions of equipment or real property to the extent that (A) such property is exchanged for credit against the purchase price of similar replacement property or (B) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property, in each case, case in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein)for no less than fair market value; (biii) Dispositions of inventory and goods held for sale Investments of the type described in Sections 10.9(b) and (c) in the ordinary course of business; (civ) Dispositions leases of equipment or Real Estate Property (other than any Unencumbered Borrowing Base Property) and personal property assets related thereto to the extent that such property is exchanged for credit against all or a portion of the purchase price of similar replacement property any TRS; and, if such property is Collateral, then such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Parties; (d) Dispositions of property by any Subsidiary to the 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 the Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03; (e) Dispositions permitted by Sections 7.04 (a), (b), (c), (d), (f) and (g); (f) bulk sales or other dispositions of the inventory of the Borrower or a Restricted Subsidiary 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 (iv) in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, order to resolve disputes that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder; (g) grants of licenses of Intellectual Property occur in the ordinary course of business, which do not materially interfere with the business Company and any Subsidiary of the Borrower and Company may discount or otherwise compromise, for less than the Restricted Subsidiariesface value thereof, taken as a wholenotes or accounts receivable; (hc) Dispositions of property by the Borrower and Company or any Guarantor to the Restricted Subsidiaries not otherwise permitted under Company or to another Note Party; (d) Dispositions pursuant to Section 10.2, and (e) Any other Disposition approved in writing by the Required Holders. Notwithstanding the foregoing provisions of this Section 7.05; provided 10.7, neither the Company nor any Guarantor shall sell or make any other Disposition of assets or property that (i) at will have the time effect of causing the Company or any Guarantor to become liable under any tax protection or tax sharing agreement if the amount of such Disposition, no Default shall exist or liability would result from such Disposition, exceed an amount equal to one percent (ii) the aggregate book value of all property Disposed of in reliance on this clause (h) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness1%) of the Borrower total assets of the Company or such Restricted Subsidiary by a purchaser in connection with any Guarantor without the applicable Disposition shall be deemed to be cash for prior written consent of the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business; and (j) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that any Disposition pursuant to clauses (a) though (d), and clauses (f) and (h) shall be for fair market valueRequired Holders.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, or property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein); (b) Dispositions of inventory and goods held for sale than in the ordinary course of business, except that, if no Default shall then exist or immediately thereafter shall begin to exist: (a) a Loan Party may sell, lease, transfer or otherwise dispose of any of its assets to any other Loan Party; (b) the Borrower and its Subsidiaries may Dispose of any assets, so long as the aggregate amount of all such Dispositions, for the Borrower and its Subsidiaries, shall not exceed $10,000,000 per fiscal year of the Borrower; (c) Dispositions a Domestic Subsidiary (other than a Loan Party) may Dispose of equipment or Real Estate any of its assets to the extent Borrower or any other Domestic Subsidiary; provided that in the case of any Disposition to a Loan Party such property is exchanged Disposition shall not be for credit against all or a portion more than the fair market value of the purchase price assets which are the subject of similar replacement property and, if such property is Collateral, then such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit PartiesDisposition; (d) Dispositions a Foreign Subsidiary may Dispose of property by any Subsidiary of its assets to the Borrower or to a wholly-owned Restricted Subsidiaryany Loan Party; provided that if such Disposition shall not be for more than the transferor fair market value of the assets which are the subject of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03Disposition; (e) Dispositions permitted by Sections 7.04 (a), (b), (c), (d), (f) and (g)Section 7.04; (f) bulk sales or other dispositions of the inventory of the Borrower and its Subsidiaries may sell, transfer or a Restricted Subsidiary not otherwise dispose of fixed assets in the ordinary course of business in connection for the purpose of replacing such fixed assets; provided that any such fixed assets are replaced within one hundred eighty (180) days of such sale or other disposition with Store closings, at arm’s length, provided, that such Store closures and related Inventory dispositions shall other fixed assets which have a fair market value not exceed (i) in any Fiscal Year, ten percent (10%) materially less than the fair market value of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunderfixed assets sold or otherwise disposed; (g) grants a Foreign Subsidiary may Dispose of licenses any of Intellectual Property in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole;its assets to any other Foreign Subsidiary; and (h) Dispositions by the Borrower and may sell the Restricted Subsidiaries not otherwise permitted under this Section 7.05building located at 000 Xxxxxxxxxxx Xxxx, Xxxxxxx Xxxx, Xxxxxxxxx to Washington County, Tennessee; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (h) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset shall be paid to the Borrower or leases such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of building back from Washington County, Tennessee and the Borrower or has the right to repurchase such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business; and (j) any issuance or sale of Equity Interests inbuilding back from Washington County, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that any Disposition pursuant to clauses (a) though (d), and clauses (f) and (h) shall be for fair market valueTennessee.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions (i) any Loan Party or any Subsidiary may Dispose of obsolete or worn out propertyassets to a Loan Party, or property (including Intellectual Propertyii) any Subsidiary that is no longer used not a Loan Party may Dispose of assets to a Loan Party and (iii) any Subsidiary that is not a Loan Party may Dispose of assets to any other Subsidiary that is not a Loan Party; (b) any Co-Borrower or useful in the business any Subsidiary may Dispose of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, inventory in the ordinary course of its business (it being understood that this clause (a) does not include including the liquidation Disposition of any Store or the inventory and other assets located thereinobsolete inventory); (bc) Dispositions any Co-Borrower or any Subsidiary may Dispose of inventory and goods held for sale assets that, in its good faith judgment, do not have any material useful or productive capacity, are fully used or depreciated, are obsolete or are no longer necessary or productive in the ordinary course of its business; (c) Dispositions of equipment or Real Estate to the extent that such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if such property is Collateral, then such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Parties; (d) Dispositions of property by any Co-Borrower or any Subsidiary to the Borrower or to a wholly-owned Restricted Subsidiarymay Dispose of assets other than as set forth in each other subsection of this Section 7.04; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03; (e) Dispositions permitted by Sections 7.04 (a), (b), (c), (d), (f) and (g); (f) bulk sales or other dispositions of the inventory of the Borrower or a Restricted Subsidiary 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 (i) such assets sold in any Fiscal Yearcalendar year shall not, ten in the aggregate, account for more than twenty-five percent (1025%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, Consolidated EBITDA or more than twenty-five percent (25%) of the number total revenues of the Borrower’s Co-Borrowers and their direct and indirect Subsidiaries, on a Consolidated basis, for the prior calendar year, and (ii) as of any date of determination, such assets sold during the term of this Agreement shall not, in the aggregate, account for more than fifty percent (50%) of Consolidated EBITDA or more than fifty percent (50%) of the total revenues of the Co-Borrowers and their direct and indirect Subsidiaries, on a Consolidated basis, in each case on a cumulative basis from June 30, 2018 through the most recently completed fiscal quarter for which financial statements are available; (e) each Co-Borrower and its Restricted Subsidiaries’ Stores Subsidiaries may enter into and consummate transactions permitted by Section 7.03; (f) any Co-Borrower or any Subsidiary may grant non-exclusive licenses or sublicenses of rights or interests in existence as intellectual property to third parties in the ordinary course of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunderits business; (g) grants of licenses of Intellectual any Co-Borrower or any Subsidiary may lease and sublease Property to other Persons in the ordinary course of its business; (h) the sale, which do lease, license or transfer of assets in connection with the closing of any Loan Party’s leased locations to the extent such leased locations are no longer used or useful in the conduct of such Loan Party’s business, (i) any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any Property of any Loan Party; (j) intellectual property that is, in the good faith judgment of the Loan Parties, no longer economically practicable to maintain or useful in the conduct of the business of the Loan Parties, taken as a whole, (k) assignments, licenses, sublicenses, leases or subleases (including, of intellectual property) granted to others not materially interfere interfering in any material respect with the business of the Borrower and the Restricted SubsidiariesLoan Parties, taken as a whole;, (hl) Dispositions by any sale or discount without recourse of accounts receivable or notes receivable or similar obligations arising in the Borrower and the Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (h) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% exercise of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash (with an assumption good faith judgment of Indebtedness (other than Subordinated Indebtedness) senior management of the Borrower Co-Borrowers or such Restricted the applicable Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business; compromise, settlement or collection thereof, and (jm) any issuance transfer of cash and any sale or sale liquidation of Equity Interests inInvestments permitted under Section 7.13, or sale in each case, for cash at Fair Market Value (as determined by senior management of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that any Disposition pursuant to clauses (a) though (dsuch Loan Party), and clauses (f) and (h) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, or property (including Intellectual Property) that is no longer used or useful usable in the business of the Borrower and its Restricted Subsidiaries business, whether now owned or hereafter acquired, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein); (b) Dispositions of inventory and goods held for sale in the ordinary course of business; (c) Dispositions of equipment or Real Estate real property to the extent that (i) such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if or (ii) the proceeds of such property is Collateral, then Disposition are reasonably promptly applied to the purchase price of such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Partiesproperty; (d) Dispositions of property by the Borrower to any Subsidiary, or by any Subsidiary to the Borrower or to a wholly-owned Restricted SubsidiaryGuarantor, or by any Subsidiary that is not a Guarantor to any other Subsidiary that is not a Guarantor; provided that if the transferor of such property is the Borrower or a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03Guarantor; (e) Dispositions permitted by Sections 7.04 (a), (b), (c), (d), (f) and (g); (f) bulk sales or other dispositions of the inventory accounts receivable for purposes of the Borrower or a Restricted Subsidiary 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 (i) in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder; (g) grants of licenses of Intellectual Property collection in the ordinary course of business; (f) Dispositions of investment securities and cash equivalents in the ordinary course of business; (g) Dispositions permitted by Sections 7.1, which do not materially interfere with the business of the Borrower 7.2 and the Restricted Subsidiaries, taken as a whole7.4; (h) Dispositions by the Borrower and its Subsidiaries of property acquired after the Restricted Subsidiaries date hereof in Permitted Acquisitions; provided that the fair market value of the assets to be divested in connection with any Permitted Acquisition (as reasonably determined by the board of directors of the Borrower) do not otherwise permitted under this Section 7.05exceed an amount equal to thirty percent (30%) of the total cash and non-cash consideration for such Permitted Acquisition; (i) Dispositions consisting of licensing and sublicensing on a non-exclusive basis of patents, trademarks, copyrights and other intellectual property rights; or the lapse or abandonment of registered patents, trademarks or copyrights to the extent not economically desirable in the conduct of the Borrower’s business; (j) Dispositions as a result of involuntary loss, damage or destruction of property or involuntary condemnation, transfer, seizure or taking by exercise of the power of eminent domain or otherwise, or confiscation or requisition of use of property; (k) Dispositions consisting of leasing or sub-leasing of assets in the ordinary course of business; (l) Dispositions consisting of (i) the sale and lease-back of real property in an aggregate amount not to exceed $75,000,000 and (ii) the sale and lease-back of real property of Foreign Subsidiaries; (m) Dispositions of Securitization Assets to Securitization Vehicles and the issuance of Third Party Interests in connection with Securitizations; provided that (i) each such Securitization is effected on market terms as determined in good faith by the Borrower, (ii) the aggregate amount of all such Securitizations does not exceed the greater of $50,000,000 and 20% of Consolidated Net Tangible Assets at the time of incurrence (with Securitizations expressed in a currency other than Dollars being converted to Dollars at the prevailing exchange rate at the time such Securitization is consummated), (iii) the aggregate amount of the Sellers’ Retained Interests in such Securitizations does not exceed an amount at any time outstanding that is customary for similar transactions and (iv) the proceeds to each such Securitization Vehicle from the issuance of Third Party Interests are applied substantially simultaneously with receipt thereof to the purchase from the Borrower or any Subsidiary of Securitization Assets; (n) other Dispositions of property (other than Accounts or Inventory) with an aggregate fair market value in any fiscal year not exceeding the greater of $20,000,000 or 7.5% of Consolidated Net Tangible Assets at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (h) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business; and (jo) any issuance or sale Dispositions by the Borrower of Equity Interests in, or sale the common stock of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that any Disposition pursuant to clauses (a) though (d), and clauses (f) and (h) shall be for fair market valuethe Borrower.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, or property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein); (b) Dispositions of inventory and goods held for sale in the ordinary course of business; (cb) Dispositions for fair market value of equipment or Real Estate real property to the extent that (i) such equipment or real property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if or (ii) the proceeds of such property is Collateral, then Disposition are reasonably promptly applied to the purchase price of such replacement equipment or real property, and in each case if the disposed property is made subject constituted Collateral then the relevant Loan Party shall xxxxx x Xxxx to Liens the Administrative Agent (including the delivery of any necessary Mortgage, Mineral Rights Mortgage, Mortgaged Property Support Documents and security interests in favor of the Collateral Agent for the benefit of the Credit PartiesMortgaged Coal Property Support Documents) on such new or replacement property; (dc) subject to Section 8.15, Dispositions of property by any Subsidiary to the Borrower or any Non-Xxxxxxx Subsidiary to a wholly-owned Restricted SubsidiaryNon-Xxxxxxx Subsidiary or, solely with respect to Dispositions of the stock of a Non-Xxxxxxx Subsidiary of the Borrower, the Borrower; provided that if the transferor of such property is the Borrower or a Subsidiary Guarantor, the transferee thereof must either be a Guarantor or, subject to the Borrower limitation above, the Borrower; (d) Dispositions for fair market value permitted by Section 8.02 or a Subsidiary Guarantor 8.04(a) or an Investment permitted under Section 7.03(b); (e) Dispositions transfers for fair market value by Loan Parties or Mid-State Capital to one or more MSH Trusts of Mortgage Accounts or Third Party Mortgage Accounts in connection with, and to the extent required for the issuance of asset-backed securities permitted by Sections 7.04 (a), (b), (c), (d), (f) and (gunder Section 8.03(g)(iii); (f) bulk sales transfers for fair market value by Mid-State Homes or Mid-State Capital of any interest in an MSH Trust (other dispositions of the inventory of the Borrower than any MSH Trust that is a borrower under a Mortgage Warehouse Facility) to (i) third parties, or a Restricted Subsidiary not in the ordinary course of business (ii) an MSH Trust in connection with Store closings, at arm’s length, provided, that such Store closures and related Inventory dispositions shall not exceed (ithe issuance of asset-backed securities permitted under Section 8.03(g)(iii) in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openingsor 8.03(i), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder; (g) grants of licenses of Intellectual Property in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; (h) Dispositions by the Borrower and the Restricted Subsidiaries for fair market value not otherwise permitted under this Section 7.05; 8.05, provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, Disposition and (ii) each such Disposition is either (A) a Disposition of Non-Core Subsidiaries so long as such Non-Core Subsidiary has not been the transferee of any material additional assets or operations (whether by transfer of assets or equity or by merger or consolidation with any other Person) since the Closing Date and any prepayment required by Section 2.06(d)(v) is made, (B) a Disposition of mining equipment, including longwall xxxxxxx, with an aggregate book value not in excess of $30,000,000, or (C) a Disposition of property that, when combined with all property Disposed of other Dispositions made in reliance on this clause (hg)(ii)(C) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that during such fiscal year, has an additional aggregate book value of not more than in excess of $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause 40,000,000; (h) and (iii) at least 75% Dispositions of all or any portion of the purchase price for such asset shall be paid to Equity Interests in New Holdco owned by the Borrower or in a Permitted Securities Transaction conducted in compliance with Section 8.06(e) and/or 8.15(c) and with respect to which any mandatory prepayment of the Term Loan required by Section 2.06(d)(vi) has been made, provided that any such Restricted Subsidiary in cash (with an assumption of Indebtedness (Disposition other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business; and (j) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that any Disposition pursuant to clauses (a) though (d), and clauses (f) and (ha Restricted Payment permitted by Section 8.06(e) shall be for fair market value; and (i) (i) the Disposition of any Homebuilding Assets to a QHT Interim Entity and (ii) any Qualified Homebuilding Transaction.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, or property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each casethe ordinary course of business, and Dispositions of property deemed to be no longer useful in the conduct of the business of the Borrower or any of its Subsidiaries in the ordinary course of business (it being understood that this clause (a) does not include and as determined in the liquidation of any Store or the inventory and other assets located therein)Borrower’s commercially reasonable judgment; (b) Dispositions of inventory and goods held allowing any registrations or any applications for sale registration of any intellectual property to lapse or go abandoned, in each case, in the ordinary course of business; (c) Dispositions of equipment or Real Estate to the extent that such (i) any property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if such property is Collateral, then such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Parties; (d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Restricted SubsidiarySubsidiary (except Dispositions pursuant to this subsection (c)(i) to a Securitization Entity and any of its Subsidiaries are not permitted unless such Dispositions are made during a Guaranty Release Period); provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be only any of the Borrower, a Guarantor or another wholly-owned Subsidiary that becomes a Guarantor concurrently with such transaction; and (ii) any property of the Borrower or a wholly-owned Subsidiary to a Subsidiary or Special Entity (except Dispositions pursuant to this subsection (c)(ii) to a Securitization Entity and any of its Subsidiaries are not permitted unless such Dispositions are made during a Guaranty Release Period); provided further that (x) if the transferor of such property is a Guarantor, the transferee thereof must be a Guarantor or an Investment another wholly-owned Subsidiary that becomes a Guarantor concurrently with such transaction and (y) if there exists any Event of Default at the time of any such Disposition or as a result of giving effect to any such Disposition, such Disposition under subsection (ii) hereof must be sales of property on fair and reasonable terms, in the ordinary course of business and consistent with past practices; (d) to the extent such transactions constitute Dispositions, (i) so long as no Event of Default pursuant to Sections 8.01(a)(i), 8.01(a)(ii) (with respect to interest on any Loan only), 8.01(f) or 8.01(g) exists before and immediately after giving effect to any such Dispositions, the transactions expressly permitted under by Section 7.037.02(e) or otherwise constituting sales of Securitization Assets pursuant to a Receivables Securitization and (ii) the transactions expressly permitted by Sections 7.02(e), 7.04(a), (b), (c) and (d) and 7.06; (e) in addition to Dispositions permitted by Sections 7.04 subsections (a), (b), (c) and (d) preceding, so long as (i) no Default exists at the time the contractual obligation to make such Dispositions is entered into by the Borrower or its Subsidiaries, (ii) the Borrower is in pro-forma compliance with each of the covenants in Section 7.10 after giving effect to any such proposed Disposition, (iii) in each case such Disposition shall be for aggregate fair value (which shall be the price at which the Board of Directors of the relevant Person shall have agreed to sell such assets in an arm’s length transaction to an independent third party buyer which is not an Affiliate) and (iv) such Disposition (or series of Dispositions) shall not be of all or substantially all of the assets of the Borrower, the Borrower and its Subsidiaries may make any Disposition (except Dispositions pursuant to this subsection (e) to a Securitization Entity and any of its Subsidiaries are not permitted unless such Dispositions are made during a Guaranty Release Period); (f) in addition to Dispositions permitted by subsections (a), (b), (c), (d) and (e) preceding, so long as (i) no Event of Default under Section 8.01(a) exists before and immediately after giving effect to any such Dispositions, (ii) the Outstanding Amounts of all Committed Loans on any date of any Disposition are not more than zero and (iii) such Disposition is for fair value (which shall be the price at which the Board of Directors of the relevant Person shall have agreed to sell such assets in an arm’s length transaction to an independent third party buyer which is not an Affiliate), the Borrower and its Subsidiaries may make any Disposition (except (x) Dispositions of all or substantially all of the assets of the Borrower are not permitted, and (y) Dispositions pursuant to this subsection (f) to a Securitization Entity and any of its Subsidiaries are not permitted unless such Dispositions are made during a Guaranty Release Period); (g) in addition to Dispositions permitted by subsections (a), (b), (c), (d), (e) and (f) preceding, so long as (i) 100% of the Net Proceeds of each such Disposition are used by the Borrower immediately upon receipt thereof to prepay the Outstanding Amounts of all Committed Loans, (ii) such Disposition is for fair value (which shall be the price at which the Board of Directors of the relevant Person shall have agreed to sell such assets in an arm’s length transaction to an independent third party buyer which is not an Affiliate) and (iii) during the Term Loan A-2 Availability Period, the Term Loan A-2 Commitments are concurrently, automatically and permanently reduced by the full amount of the Net Proceeds (and the Borrower delivers a written acknowledgement to the Administrative Agent of a concurrent automatic permanent reduction of the Term Loan A-2 Commitments in the amount of the Net Proceeds (regardless of whether there exist at any such time any Outstanding Amounts)), the Borrower and its Subsidiaries may make any Disposition (except (x) Dispositions of all or substantially all of the assets of the Borrower are not permitted, and (y) Dispositions pursuant to this subsection (g) to a Securitization Entity and any of its Subsidiaries are not permitted unless such Dispositions are made during a Guaranty Release Period); and (h) in addition to Dispositions permitted by subsections (a), (b), (c), (d), (e), (f) and (g); (f) bulk sales or other dispositions preceding, Dispositions consisting of the inventory of the Borrower or a Restricted Subsidiary 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 (i) in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder; (g) grants of licenses of Intellectual Property in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; (h) Dispositions by the Borrower and the Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (h) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business; and (j) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; Cash Equivalents for cash. provided, however, that any Disposition pursuant to clauses in each case of subsections (a) though through (d)g) above and notwithstanding anything in this Section 7.05 or otherwise herein or in any Loan Documents, and clauses (f) and (h) each such Disposition shall be be, in Borrower’s commercially reasonable judgment, for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, or property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein); (b) Dispositions of inventory and goods held for sale in the ordinary course of business; (c) Dispositions of equipment or Real Estate to the extent that such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if such property is Collateral, then such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Parties; (d) Dispositions of property by any Subsidiary to the 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 the Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03; (e) Dispositions to the extent constituting a Disposition, Liens permitted by Sections 7.04 (a)Section 7.01, (b)Investments permitted by Section 7.03, (c), (d), (f) and (g)Restricted Payments permitted by Section 7.06; (f) bulk sales or other dispositions of the inventory Inventory of the Borrower or a Restricted Subsidiary 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 (i) in any Fiscal Year, ten fifteen percent (1015%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twentythirty-five percent (2535%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder; (g) grants of (A) licenses of Intellectual Property of over-the-counter software that is commercially available to the public, (B) non-exclusive licenses for the use of the Intellectual Property of Borrower or any of its Subsidiaries entered into in the ordinary course of business, which (C) licenses of Intellectual Property that could not result in a legal transfer of the licensed property but that may be exclusive as to territory only as to discrete geographical areas outside of the United States, and (D) licenses of Intellectual Property that may be exclusive as to particular field of use to the extent such licenses do not materially adversely interfere with the business of the Borrower and the Restricted its Subsidiaries, taken as a whole; (h) other Dispositions by the Borrower and or any of the Restricted Subsidiaries in an aggregate principal amount not otherwise permitted under this Section 7.05to exceed $5.0 million in the aggregate; provided that that, in the case of a Disposition of ABL Priority Collateral only, (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book such Disposition is for fair market value of all such disposed property Disposed of in reliance on this clause (h) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash (or Cash Equivalents; provided, further, that, to the extent any such Disposition or series of related Dispositions includes ABL Priority Collateral with an assumption a value in excess of Indebtedness (other than Subordinated Indebtedness) of $500,000, the Borrower or shall submit an updated Borrowing Base Calculation (giving effect to such Restricted Subsidiary by a purchaser in connection with Disposition) prior to the applicable Disposition shall be deemed to be cash for the purposes consummation of this clause (iii))such Disposition; (i) Licenses licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business; and (j) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, Dispositions in an Unrestricted Subsidiary; aggregate amount not to exceed $1.5 million. provided, however, that any Disposition pursuant to clauses (a) though (d), and clauses clause (f) and (h) shall be for fair market value. Notwithstanding the foregoing or anything else in this Agreement or the other Loan Documents to the contrary, no Disposition consisting of Material Intellectual Property may be made from any Loan Party to any Subsidiary that is not a Guarantor (other than licensing or sublicensing of such Material Intellectual Property made in the ordinary course of business and consistent with past practice, provided such licensing or sublicensing is not an exclusive license).

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, or property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each casethe ordinary course of business, and Dispositions of property deemed to be no longer useful in the conduct of the business of the Borrower or any of its Subsidiaries in the ordinary course of business (it being understood that this clause (a) does not include and as determined in the liquidation of any Store or the inventory and other assets located therein)Borrower’s commercially reasonable judgment; (b) Dispositions of inventory and goods held allowing any registrations or any applications for sale registration of any intellectual property to lapse or go abandoned, in each case, in the ordinary course of business; (c) Dispositions of equipment or Real Estate to the extent that such (i) any property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if such property is Collateral, then such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Parties; (d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Restricted SubsidiarySubsidiary (except Dispositions pursuant to this subsection (c)(i) to a Securitization Entity and any of its Subsidiaries are not permitted unless such Dispositions are made during a Guaranty Release Period); provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be only any of the Borrower, a Guarantor or another wholly-owned Subsidiary that becomes a Guarantor concurrently with such transaction; and (ii) any property of the Borrower or a wholly-owned Subsidiary to a Subsidiary or Special Entity (except Dispositions pursuant to this subsection (c)(ii) to a Securitization Entity and any of its Subsidiaries are not permitted unless such Dispositions are made during a Guaranty Release Period); provided further that (x) if the transferor of such property is a Guarantor, the transferee thereof must be a Guarantor or an Investment another wholly-owned Subsidiary that becomes a Guarantor concurrently with such transaction and (y) if there exists any Event of Default at the time of any such Disposition or as a result of giving effect to any such Disposition, such Disposition under subsection (ii) hereof must be sales of property on fair and reasonable terms, in the ordinary course of business and consistent with past practices; (d) to the extent such transactions constitute Dispositions, (i) so long as no Event of Default pursuant to Sections 8.01(a)(i), 8.01(a)(ii) (with respect to interest on any Loan only), 8.01(f) or 8.01(g) exists before and immediately after giving effect to any such Dispositions, the transactions expressly permitted under by Section 7.037.02(e) or otherwise constituting sales of Securitization Assets pursuant to a Receivables Securitization and (ii) the transactions expressly permitted by Sections 7.04(a), (b), (c) and (d) and 7.06; (e) in addition to Dispositions permitted by Sections 7.04 subsections (a), (b), (c) and (d) preceding, so long as (i) no Default exists at the time the contractual obligation to make such Dispositions is entered into by the Borrower or its Subsidiaries, (ii) the Borrower is in pro-forma compliance with each of the covenants in Section 7.10 after giving effect to any such proposed Disposition, (iii) in each case such Disposition shall be for aggregate fair value (which shall be the price at which the Board of Directors of the relevant Person shall have agreed to sell such assets in an arm’s length transaction to an independent third party buyer which is not an Affiliate) and (iv) such Disposition (or series of Dispositions) shall not be of all or substantially all of the assets of the Borrower, the Borrower and its Subsidiaries may make any Disposition (except Dispositions pursuant to this subsection (e) to a Securitization Entity and any of its Subsidiaries are not permitted unless such Dispositions are made during a Guaranty Release Period); (f) in addition to Dispositions permitted by subsections (a), (b), (c), (d) and (e) preceding, so long as (i) no Event of Default under Section 8.01(a) exists before and immediately after giving effect to any such Dispositions, (ii) the Outstanding Amounts of all Committed Loans on any date of any Disposition are not more than zero and (iii) such Disposition is for fair value (which shall be the price at which the Board of Directors of the relevant Person shall have agreed to sell such assets in an arm’s length transaction to an independent third party buyer which is not an Affiliate), the Borrower and its Subsidiaries may make any Disposition (except (x) Dispositions of all or substantially all of the assets of the Borrower are not permitted, and (y) Dispositions pursuant to this subsection (f) to a Securitization Entity and any of its Subsidiaries are not permitted unless such Dispositions are made during a Guaranty Release Period); (g) in addition to Dispositions permitted by subsections (a), (b), (c), (d), (e) and (f) preceding, so long as (i) 100% of the Net Proceeds of each such Disposition are used by the Borrower immediately upon receipt thereof to prepay the Outstanding Amounts of all Committed Loans, and (ii) such Disposition is for fair value (which shall be the price at which the Board of Directors of the relevant Person shall have agreed to sell such assets in an arm’s length transaction to an independent third party buyer which is not an Affiliate), the Borrower and its Subsidiaries may make any Disposition (except (x) Dispositions of all or substantially all of the assets of the Borrower are not permitted, and (y) Dispositions pursuant to this subsection (g) to a Securitization Entity and any of its Subsidiaries are not permitted unless such Dispositions are made during a Guaranty Release Period); and (h) in addition to Dispositions permitted by subsections (a), (b), (c), (d), (e), (f) and (g); (f) bulk sales or other dispositions preceding, Dispositions consisting of the inventory of the Borrower or a Restricted Subsidiary 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 (i) in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder; (g) grants of licenses of Intellectual Property in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; (h) Dispositions by the Borrower and the Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (h) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business; and (j) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; Cash Equivalents for cash. provided, however, that any Disposition pursuant to clauses in each case of subsections (a) though through (d)g) above and notwithstanding anything in this Section 7.05 or otherwise herein or in any Loan Documents, and clauses (f) and (h) each such Disposition shall be be, in Borrower’s commercially reasonable judgment, for fair market value.

Dispositions. Make The Borrower will not, and will not permit any Disposition of its 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 obsolete or worn worn-out property, tools or property (including Intellectual Property) that is equipment no longer used or useful in its business; (b) any inventory or other property sold or disposed of in the ordinary course of business and for fair consideration; (c) any Subsidiary of the Borrower and may sell, lease, transfer or otherwise dispose of any or all of its Restricted Subsidiaries whether now owned property (upon voluntary liquidation or hereafter acquiredotherwise) to the Borrower or any Subsidiary (provided that, in each casethe case of any such transfer by a Subsidiary Guarantor, the transferee must also be a Subsidiary Guarantor or the Borrower); 509265-1574-14872-Active.18681323.8 (d) the Capital Stock of any Subsidiary of the Borrower may be sold, transferred or otherwise disposed of to the Borrower or any other Subsidiary (provided that, in the case of any such transfer by a Subsidiary Guarantor, the transferee must also be a Subsidiary Guarantor or the Borrower); (e) the Borrower or any Subsidiary may, for fair consideration, sell, lease, transfer or otherwise dispose of its property and assets the fair market value of which does not exceed in the aggregate, together with all asset sales made in reliance upon this Section 7.04(e), the General Disposition Basket; provided that the Borrower or any Subsidiary may sell, lease transfer or otherwise dispose of its property and assets for fair consideration that, in the aggregate, is in excess of the General Disposition Basket Amount (any sale, lease or transfer resulting in the receipt of such excess consideration, the “Incremental Asset Sales”) so long as the Net Cash Proceeds of any such Incremental Asset Sales (for avoidance of doubt, only to the extent of such excess) are applied to reduce the Commitments on a dollar-for-dollar basis in accordance with Section 2.11(a); (f) the cross-licensing or licensing of intellectual property, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein)for fair consideration; (bg) Dispositions the dispositions expressly permitted by Section 7.03; (h) the leasing, occupancy or sub-leasing of inventory and goods held for sale real property in the ordinary course of businessbusiness that would not materially interfere with the required use of such real property by the Borrower or its Subsidiaries; (ci) Dispositions the sale or discount of equipment or Real Estate to the extent that such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if such property is Collateral, then such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Parties; (d) Dispositions of property by any Subsidiary to the 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 the Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03; (e) Dispositions permitted by Sections 7.04 (a), (b), (c), (d), (f) and (g); (f) bulk sales or other dispositions of the inventory of the Borrower or a Restricted Subsidiary not accounts receivable arising in the ordinary course of business in connection with Store closingsthe compromise or collection thereof; provided that in no event shall this Section 7.04(i) be utilized for any receivables securitization or similar arrangement or any other arrangement resulting in the incurrence of Indebtedness by any Group Member; (j) transfers of condemned property as a result of the exercise of “eminent domain” or other similar policies to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), at arm’s length, provided, and transfers of properties that have been subject to a casualty to the respective insurer of such Store closures and related Inventory dispositions shall not exceed property as part of an insurance settlement; (k) Liens expressly permitted by Section 7.02; (i) in any Fiscal Year, ten percent the Borrower may issue Capital Stock (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Yearother than Disqualified Stock) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder; (g) grants of licenses of Intellectual Property in the ordinary course of business, which do not materially interfere with the business Subsidiaries of the Borrower and the Restricted Subsidiaries, taken as a whole; (h) Dispositions by the Borrower and the Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (h) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness issue Capital Stock (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary Disqualified Stock), in each case as permitted by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of businessSection 7.13; and (jm) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that any Disposition pursuant to clauses (a) though (d), and clauses (f) and (h) shall be for fair market valueRestricted Payments expressly permitted by Section 7.07.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: except for Dispositions permitted in Section 4.13 of the Senior Secured Note Indenture; provided that notwithstanding anything to the contrary contained herein or in the Senior Secured Note Indenture, (a) Dispositions any Disposition of obsolete assets by Playboy or worn a Domestic Restricted Subsidiary of Playboy to Playboy or any other Subsidiary of Playboy shall be made subject to Agent's Lien on such assets, which Lien shall not be released or deemed released in connection with such Disposition and (b) in no event shall Borrower, Playboy or any Restricted Subsidiary, without the prior written consent of Required Lenders, make a Disposition or enter into any agreement to make a Disposition of (i) any accounts receivable or inventory which is Protected Collateral out property, or property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein); (b) Dispositions of inventory and goods held for sale in the ordinary course of business; (c) Dispositions of equipment or Real Estate as conducted prior to the extent that such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if such property is Collateral, then such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Parties; (d) Dispositions of property by any Subsidiary to the 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 the Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03; (e) Dispositions permitted by Sections 7.04 (a), (b), (c), (d), (f) and (g); (f) bulk sales or other dispositions of the inventory of the Borrower or a Restricted Subsidiary 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 (i) in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net and not by way of new Store openingsbulk sale) or (ii) the Playboy Mansion and the Mansion Personal Property at any time that a Default or Event of Default is in existence except pursuant to the Hefner Option. Notwithstanding any provision of this Agreement or xxx xf the other Loan Documents to the contrary, if a Default or Event of Default then exists, either of Agent or Trustee may notify Borrower as provided herein and Hefner at the address and in the manner set forth in the Hefner Oxxxxx, each in writing (the "Option Notice"), providedthat Hefner xxxxx have 30 days after receipt of such notice from Agent xx Xxustee to notify Agent, Trustee and Borrower in writing (the "Exercise Notice") that all sales of Inventory Hefner has elected to exercise the Hefner Option. If Hefner fails xx xxmely give the Exercise Notice, Xxxxt may proceex xxxx such foreclosure without regard to the Hefner Option. If Hefner elects to exercise the Hefner Option (whxxx, xotwithstandixx xxxthing to the contrary coxxxxxxd in connection with Store closings in excess of ten (10) Store closings in any three month periodthis Agreement, Hefner shall be have the right to do in accordance with liquidation agreements the terms hexxxx xnd the terms of the Hefner Option without the consent of any other Person) and with professional liquidators reasonably acceptable gives xxx Xxercise Notice, Playboy Enterprises International, Inc. shall have the right to proceed to a closing of the sale of the Playboy Mansion and the Mansion Personal Property pursuant to the Administrative Agent; providedHefner Option, and Agent and Lenders will forbear in enforcing thx Xxxx of Trust for up to 90 days after Hefner has given the Xxxrcise Notice, provided further that upon such closing (if any Default or Event of Default then exists) all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder; (g) grants of licenses of Intellectual Property in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; (h) Dispositions by the Borrower and the Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (h) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset sale shall be paid to Agent for application to the Borrower or such Restricted Subsidiary Obligations until payment in cash (with an assumption full of Indebtedness the Obligations (other than Subordinated Indebtedness) of unasserted contingent indemnification obligations). To the Borrower or such Restricted Subsidiary full extent permitted by a purchaser law, the forbearance described in connection with the applicable Disposition this Section 7.05 shall not be deemed to be cash for affect or delay the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate enforcement of any Loan Party) within of Agent's or Lenders' other rights or remedies. In no event shall Agent commence any Store in foreclosure action with respect to the ordinary course of business; and (j) any issuance Playboy Mansion until Agent or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that any Disposition pursuant Trustee has provided the Option Notice to clauses (a) though (d)Borrower and Hefner as provided above, and clauses (f) and (h) Hefner has had an opportunity to exxxxxxx the Hefner Option as prxxxxxx above. Hefner shall be have the right to rxxxxx a tenant of the Playboy Manxxxx xn accordance with Hefner's then-existing lease thereof during the 30 and, if applicxxxx, 00 day periods for fair market valueexercise of the Hefner Option.

Dispositions. Make None of the Loan Parties will, or will permit any of its Restricted Subsidiaries to, make any Disposition or enter into any agreement to make any Disposition, except: (ai) Dispositions of obsolete obsolete, worn out, damaged, surplus or worn out propertyotherwise no longer used or useful machinery, parts, equipment or property (including Intellectual Property) that is other assets no longer used or useful in the conduct of the business of the Borrower and or any of its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein); (b) Dispositions of inventory and goods held for sale in the ordinary course of business; (cii) Dispositions of equipment cash, Cash Equivalents, inventory, materials and other current assets in the ordinary course of business (including the sale, transfer or Real Estate to other disposition of overdue or disputed accounts receivable, in connection with the extent that such property is exchanged for credit against all compromise or a portion collection thereof) and the conversion of the purchase price of similar replacement property and, if such property is Collateral, then such replacement property is made subject to Liens cash into Cash Equivalents and security interests in favor of the Collateral Agent for the benefit of the Credit PartiesCash Equivalents into cash; (diii) Dispositions of property subject to Events of Loss; (iv) the sale or issuance of any Subsidiary’s Equity Interests to the Borrower or any Restricted Subsidiary; provided that any Guarantor shall only issue or sell its Equity Interests to the Borrower or another Guarantor; (v) Dispositions by the Borrower to any Subsidiary or any Subsidiary to the Borrower or to a wholly-owned Restricted Subsidiarythe Borrower or another Subsidiary of the Borrower; provided that if the transferor of such property is a Subsidiary GuarantorRestricted Subsidiary, the transferee thereof must either be the Borrower or a Subsidiary Guarantor Restricted Subsidiary; provided, further that if the transferor is the Borrower or an Investment permitted under Section 7.03a Guarantor, the transferee must be either the Borrower or a Guarantor; (evi) Dispositions that are Investments not prohibited by Section 7.18 or Dispositions that are permitted by Sections 7.04 Section 7.24; (vii) Dispositions of (a) property or assets (a) from a Loan Party to a Subsidiary that is not a Loan Party or to a joint venture of a Loan Party or (b) AMC/Sundance Channel Global Networks LLC, a Delaware limited liability company and any of its subsidiaries (collectively, “Sundance International”) and any property or assets held by Sundance International to the extent such property or assets are held on the Closing Date to a Restricted Subsidiary or (c) RMH GE to a Restricted Subsidiary, in accordance with Section 7.23(vii)in connection with the Permitted Global Reorganization; provided, that in the case of sub-clause (a) of this Section 7.24(vii), as of the date of any such Disposition the aggregate fair market value of property and assets subject to such Dispositions (b)determined at the time of such Dispositions) pursuant to sub-clause (a) of this clause (vii) during the term of this Agreement does not exceed $150,000,000; (viii) Dispositions or Exchanges by the Borrower and the Restricted Subsidiaries to the extent that the Net Cash Proceeds of any such Disposition or Exchange are applied to prepay the Term Loans pursuant to (and to the extent required by) Section 2.04; (ix) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to buy/sell arrangements between the joint venture parties set forth in joint venture arrangements or similar binding arrangements (c), (d), (fi) in substantially the form as such arrangements are in effect on the Closing Date and (gii) to the extent that the Net Cash Proceeds of any such Disposition are applied to prepay the Term Loans pursuant to (and to the extent required by) Section 2.04(b)(ii); (fx) bulk sales Dispositions of Unrestricted Subsidiaries; (xi) Leases, subleases, licenses or other dispositions sublicenses of the inventory of the Borrower assets or a Restricted Subsidiary not properties 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 (i) in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder; (g) grants of licenses of Intellectual Property in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; (hxii) Dispositions by the Borrower of Intellectual Property and the Restricted Subsidiaries not otherwise permitted under this Section 7.05licensing or sublicensing of Intellectual Property rights and other transfers of Intellectual Property and copyrighted material on commercially reasonable terms; (xiii) Dispositions of assets or properties to the extent that such assets or properties are exchanged for credit against the purchase price of similar replacement assets or properties or the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement assets or properties, in each case, in the ordinary course of business; (xiv) termination of Swap Contracts; (xv) the settlement of tort or other litigation claims, provided that if any such settled claim shall have a value in excess of $25,000,000, the board of directors or similar governing body of the Company determines it to be fair and reasonable in light of the circumstances; (xvi) Dispositions in accordance with a Distribution Transaction Agreement; and (xvii) any Disposition that involves property or assets having a fair market value of less than $25,000,000; provided that (iA) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this with respect to clause (hviii) in above, any Fiscal Year of Borrower such Disposition or Exchange shall be for fair market value and, with respect to any Disposition (but not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) any Exchange), at least 75% of the purchase price for such asset shall be paid to consideration received therefor by the Borrower Loan Parties or any such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be in the form of cash for the purposes of this clause or Cash Equivalents (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate including by way of any Loan Party) within any Store in the ordinary course of business; and (j) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that any Disposition pursuant to clauses (a) though (d), and clauses (fMonetization Transaction) and (hB) after giving effect to any such Disposition or Exchange pursuant to clause (viii), (1) the Loan Parties shall be in compliance on a pro forma basis with the Financial Covenants, recomputed as of the last day of the most recently ended Quarter for fair market valuewhich financial statements have been delivered pursuant to Section 7.01 and calculated as if such Disposition occurred on the first day of the 12‑month period then ended and (2) no Event of Default shall exist or shall result therefrom.

Dispositions. Make The Borrower will not, and will not permit any Disposition of its 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 obsolete or worn worn-out property, tools or property (including Intellectual Property) that is equipment no longer used or useful in the business its business; (b) any inventory or other property sold or disposed of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, in the ordinary course of business and for fair consideration; (it being understood that this clause (ac) does not include any Subsidiary of the liquidation Borrower may sell, lease, transfer or otherwise dispose of any Store or all of its property (upon voluntary liquidation or otherwise) to the Borrower or any Subsidiary (provided that, in the case of any such transfer by a Subsidiary Guarantor, the transferee must also be a Subsidiary Guarantor or the inventory and other assets located thereinBorrower); (bd) Dispositions the Capital Stock of inventory any Subsidiary of the Borrower may be sold, transferred or otherwise disposed of to the Borrower or any other Subsidiary (provided that, in the case of any such transfer by a Subsidiary Guarantor, the transferee must also be a Subsidiary Guarantor or the Borrower); (e) the Borrower or any Subsidiary may sell, lease, transfer or otherwise dispose of (i) its property and goods held assets the fair market value of which does not exceed in the aggregate in any fiscal year 5% of the consolidated assets of the Borrower and its Subsidiaries as of the end of the immediately preceding fiscal year (for sale which financial statements have been delivered) of the Borrower for fair consideration and (ii) the Capital Stock of any Subsidiary (x) the net revenues of which do not exceed in the aggregate in any fiscal year 5% of the consolidated net revenues of the Borrower and its Subsidiaries or (y) the assets of which do not exceed in the aggregate in any fiscal year 10% of the consolidated assets of the Borrower and its Subsidiaries, in each case, as of the end of the immediately preceding fiscal year (for which financial statements have been delivered) of the Borrower for fair consideration; (f) the cross-licensing or licensing of intellectual property, in the ordinary course of business; (cg) Dispositions of equipment or Real Estate to the extent that such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if such property is Collateral, then such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Parties; (d) Dispositions of property dispositions expressly permitted by any Subsidiary to the 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 the Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03; (eh) Dispositions permitted by Sections 7.04 (a)the leasing, (b), (c), (d), (f) and (g); (f) bulk sales occupancy or other dispositions sub-leasing of the inventory of the Borrower or a Restricted Subsidiary not real property in the ordinary course of business in connection that would not materially interfere with Store closings, at arm’s length, provided, that the required use of such Store closures and related Inventory dispositions shall not exceed real property by the Borrower or its Subsidiaries; (i) in any Fiscal Yearthe sale or discount, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder; (g) grants of licenses of Intellectual Property in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; (h) Dispositions by the Borrower and the Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (h) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store overdue accounts receivable arising in the ordinary course of business, in connection with the compromise or collection thereof; (j) transfers of condemned property as a result of the exercise of “eminent domain” or other similar policies to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), and transfers of properties that have been subject to a casualty to the respective insurer of such property as part of an insurance settlement; (k) Liens expressly permitted by Section 7.02; (l) Restricted Payments expressly permitted by Section 7.07; and (jm) any issuance or sale the disposition of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that any Disposition pursuant to clauses (a) though (dintercompany obligations expressly permitted by Section 7.06(e), and clauses (f) and (h) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, or property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein); (b) Dispositions of inventory and goods held for sale in the ordinary course of business; (c) Dispositions of equipment or Real Estate to the extent that such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if such property is Collateral, then such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Parties; (d) Dispositions of property by any Subsidiary to the 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 the Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03; (e) Dispositions to the extent constituting a Disposition, Liens permitted by Sections 7.04 (a)Section 7.01, (b)Investments permitted by Section 7.03, (c), (d), (f) and (g)Restricted Payments permitted by Section 7.06; (f) bulk sales or other dispositions of the inventory Inventory of the Borrower or a Restricted Subsidiary 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 (i) in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder; (g) grants of leases, subleases, licenses or sublicenses (including licenses of Intellectual Property Property) in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; (h) Dispositions other Disposition by the Borrower and or any of the Restricted Subsidiaries in an aggregate principal amount not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (h) to exceed $1.0 million in any Fiscal Year of Borrower shall not exceed $10.0 millionYear; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii));and (i) Licenses licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business; and (j) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that any Disposition pursuant to clauses (a) though (d), and clauses (f) and (h) shall be for fair market value. Notwithstanding the foregoing or anything else in this Agreement or the other Loan Documents to the contrary, no Disposition consisting of Material Intellectual Property may be made from any Loan Party to any Subsidiary that is not a Guarantor.

Dispositions. Make The Borrower will not, and will not permit any Disposition of its 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 obsolete or worn worn-out property, tools or property (including Intellectual Property) that is equipment no longer used or useful in the business its business; (b) any inventory or other property sold or disposed of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, in the ordinary course of business and for fair consideration; (it being understood that this clause (ac) does not include any Subsidiary of the liquidation Borrower may sell, lease, transfer or otherwise dispose of any Store or all of its property (upon voluntary liquidation or otherwise) to the Borrower or any Subsidiary (provided that, in the case of any such transfer by a Subsidiary Guarantor, the transferee must also be a Subsidiary Guarantor or the inventory and other assets located thereinBorrower); (bd) Dispositions the Capital Stock of inventory any Subsidiary of the Borrower may be sold, transferred or otherwise disposed of to the Borrower or any other Subsidiary (provided that, in the case of any such transfer by a Subsidiary Guarantor, the transferee must also be a Subsidiary Guarantor or the Borrower); (e) the Borrower or any Subsidiary may, for fair consideration, sell, lease, transfer or otherwise dispose of its property and goods held assets the fair market value of which does not exceed in the aggregate, together with all asset sales made in reliance upon this Section 7.04(e), the General Disposition Basket; provided that the Borrower or any Subsidiary may sell, lease transfer or otherwise dispose of its property and assets for sale fair consideration that, in the aggregate, is in excess of the General Disposition Basket Amount (any sale, lease or transfer resulting in the receipt of such excess consideration, the “Incremental Asset Sales”) so long as the Net Cash Proceeds of any such Incremental Asset Sales are applied to reduce the Commitments on a dollar-for-dollar basis in accordance with Section 2.11(a); (f) the cross-licensing or licensing of intellectual property, in the ordinary course of business; (cg) Dispositions of equipment or Real Estate to the extent that such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if such property is Collateral, then such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Parties; (d) Dispositions of property dispositions expressly permitted by any Subsidiary to the 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 the Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03; (eh) Dispositions permitted by Sections 7.04 (a)the leasing, (b), (c), (d), (f) and (g); (f) bulk sales occupancy or other dispositions sub-leasing of the inventory of the Borrower or a Restricted Subsidiary not real property in the ordinary course of business in connection that would not materially interfere with Store closings, at arm’s length, provided, that the required use of such Store closures and related Inventory dispositions shall not exceed real property by the Borrower or its Subsidiaries; (i) in any Fiscal Yearthe sale or discount, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder; (g) grants of licenses of Intellectual Property in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; (h) Dispositions by the Borrower and the Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (h) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store overdue accounts receivable arising in the ordinary course of business, in connection with the compromise or collection thereof; (j) transfers of condemned property as a result of the exercise of “eminent domain” or other similar policies to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), and transfers of properties that have been subject to a casualty to the respective insurer of such property as part of an insurance settlement; (k) Liens expressly permitted by Section 7.02; (i) the Borrower may issue Capital Stock (other than Disqualified Stock) and (ii) Subsidiaries of the Borrower may issue Capital Stock (other than Disqualified Stock), in each case as permitted by Section 7.13; and (jm) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that any Disposition pursuant to clauses (a) though (d), and clauses (f) and (h) shall be for fair market valueRestricted Payments expressly permitted by Section 7.07.

Dispositions. Make No Credit Party will, and will not permit any Subsidiary to, make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory and Investments in the ordinary course of business (other than Equity Interests of Subsidiaries, lines of business, real property or intellectual property); (including Intellectual Propertyc) Dispositions of assets (other than Equity Interests of Subsidiaries, lines of business, real property or intellectual property) to the extent that such assets are exchanged for other assets comparable or superior as to type, value and quality; (d) Dispositions of property by (i) any Wholly-Owned Subsidiary (which is not itself a Credit Party) to a Credit Party or to another Wholly-Owned Subsidiary, (ii) any Subsidiary (which is not itself a Credit Party or a Wholly-Owned Subsidiary) to a Credit Party or to another Subsidiary or (iii) a Credit Party to another Credit Party or a Wholly-Owned Subsidiary; (e) Dispositions of property as a result of a casualty event involving such property or any Disposition of real property to a Governmental Authority as a result of a condemnation of such real property; (f) Dispositions of assets (other than cash) to an Acquisition SPV; (g) Dispositions permitted by SECTION 6.03; (h) Dispositions of intellectual property rights that are no longer used or useful in the business of the Borrower a Credit Party and its Subsidiaries; (i) Restricted Subsidiaries whether now owned Payments permitted by SECTION 6.05 and Investments not otherwise prohibited by this Agreement; (j) Dispositions of all or hereafter acquiredpart of any Investments acquired after the date of this Agreement provided that such disposal is completed within 180 days of that acquisition; (k) Dispositions of assets by a Credit Party and its Subsidiaries, including Insurance Subsidiaries, in connection with an Insurance Agreement, Policy, Retrocession Agreement, Novation Agreement, Commutation Agreement, Fronting Arrangement or Reinsurance Agreement or any related agreement, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein); (b) Dispositions of inventory and goods held for sale case in the ordinary course of business; (c) Dispositions of equipment or Real Estate to the extent that such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if such property is Collateral, then such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Parties; (d) Dispositions of property by any Subsidiary to the 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 the Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03; (e) Dispositions permitted by Sections 7.04 (a), (b), (c), (d), (f) and (g); (f) bulk sales or other dispositions of the inventory of the Borrower or a Restricted Subsidiary 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 (i) in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder; (g) grants of licenses of Intellectual Property in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; (h) Dispositions by the Borrower and the Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (h) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business; and (j) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that any Disposition pursuant to clauses (a) though (d), and clauses (f) and (h) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, or property (including Intellectual Property) that is no longer used or useful in the business of the Parent Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein)business; (b) Dispositions of inventory inventory, equipment or cash and goods held for sale Cash Equivalents in the ordinary course of business; (c) Dispositions of equipment or Real Estate real property to the extent that such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if such property is Collateral, then such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Partiesproperty; (d) Dispositions of property by any Subsidiary to the a 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 the a Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03Guarantor; (e) Dispositions permitted by Sections Section 7.04 (a), (b), (c), (d), (f) and (g)transactions permitted by Section 7.18; (f) bulk sales casualty, condemnation or any other dispositions event giving rise to a Recovery Event; (g) the cross-licensing or licensing of intellectual property, in the inventory ordinary course of business; (h) the Borrower leasing, occupancy or a Restricted Subsidiary not sub-leasing of real property in the ordinary course of business in connection that would not materially interfere with Store closings, at arm’s length, provided, that the required use of such Store closures and related Inventory dispositions shall not exceed real property by any Loan Party; (i) in any Fiscal Yearthe sale or discount, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder; (g) grants of licenses of Intellectual Property in the ordinary course of business, which do not materially interfere of overdue accounts receivable arising in the ordinary course of business, in connection with the business of the Borrower and the Restricted Subsidiaries, taken as a wholecompromise or collection thereof; (hj) Dispositions of ABL Priority Collateral; provided that such Disposition is in connection with (i) a bulk sale of Inventory or (ii) another non-ordinary course disposition in connection with Store closing; provided, further that the aggregate amount of Dispositions pursuant to this Section 7.05(j) shall not exceed 10% of the Stores of the Parent Borrower and its Subsidiaries in any Fiscal Year (measured on the basis of the Stores of the Parent Borrower and its Subsidiaries at the beginning of such Fiscal Year) or 25% of the Stores of the Parent Borrower and its Subsidiaries during the term of the Revolving Credit Facility (measured on the basis of the Stores of the Parent Borrower and its Subsidiaries on the Closing Date); (k) Dispositions by the Parent Borrower and the Restricted its Subsidiaries not otherwise permitted under this Section 7.057.05 (other than Disposition of ABL Priority Collateral); provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, Disposition (ii) the aggregate book fair market value of all property Disposed of in reliance on this clause (hj) in any Fiscal Year of Borrower shall not 101 exceed $10.0 million; provided that an additional aggregate book value 75,000,000 during the term of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) Agreement and (iii) at least 75% of the purchase price for such asset shall be paid to the Parent Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii))cash; (il) Licenses for Dispositions consisting of Liens permitted by Section 7.02, Investments permitted by Section 7.03 and Restricted Payments permitted by Section 7.06; and (m) the conduct surrender, settlement or release of licensed departments (other than to an Affiliate of any Loan Party) within any Store claims in the ordinary course of business; and (j) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that any Disposition pursuant to clauses (aSection 7.05(a) though (dthrough Section 7.05(c), and clauses (fSection 7.05(j) and (hor Section 7.05(k) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any DispositionDisposition (other than an agreement to Dispose of the Terminus Project), except: (a) Dispositions of obsolete or worn out property, or property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein)business; (b) Dispositions of inventory and goods held for sale in the ordinary course of business; (c) Dispositions of equipment or Real Estate real property (other than the Terminus Project, except that the Terminus Project (or an interest therein) may be transferred to either (i) a wholly-owned Consolidated Entity of the Borrower or (ii) as may be consented to in writing by the Required Lenders) to the extent that (i) such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if or (ii) the proceeds of such property is Collateral, then Disposition are reasonably promptly applied to the purchase price of such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Partiesproperty; (d) Dispositions of property by any Subsidiary Consolidated Entity to the Borrower or to a wholly-owned Restricted SubsidiaryConsolidated Entity of the Borrower or other Person that will be a Guarantor upon the completion of such Disposition; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03Guarantor; (e) Any other Dispositions permitted by Sections 7.04 the Borrower and/or the Consolidated Entities (a), (b), (c), (d), (f) and (g); (f) bulk sales or other dispositions than a Disposition of the inventory Terminus Project, except that the Terminus Project (or an interest therein) may be transferred to either (i) a wholly-owned Consolidated Entity of the Borrower or a Restricted Subsidiary not (ii) as may be consented to in writing by the ordinary course of business in connection with Store closingsRequired Lenders); provided that, at arm’s length, provided, that such Store closures and related Inventory dispositions shall not exceed (i) to the extent any such Disposition involves property with a value or purchase price in excess of $35,000,000, neither the Borrower nor any Fiscal YearConsolidated Entity shall Dispose of such property unless the Borrower has, ten percent within twenty (10%20) days prior to such disposition, delivered to the Administrative Agent a Compliance Certificate showing projected compliance by the Loan Parties with each of the number financial covenants set forth herein; (ii) except to the extent the Administrative Agent has provided written consent for such Disposition expressly noting the existence or projected existence of the Borrower’s and its Restricted Subsidiaries’ Stores such Event of Default, no Event of Default shall exist as of the beginning date of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder; (g) grants of licenses of Intellectual Property in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; (h) Dispositions by the Borrower and the Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist Disposition or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (h) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) Disposition and (iii) at least 75% of the purchase price for such asset shall be paid to the Borrower extent such action would require that a Guarantor be released, the Administrative Agent has provided written consent of such release (which consent will not be withheld or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of unreasonably delayed to the extent a properly and fully completed Compliance Certificate is provided by the Borrower or such Restricted Subsidiary by a purchaser pursuant to and in connection accordance with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii)); subclause (i) Licenses for above and such asset is the conduct only asset of licensed departments (other than to an Affiliate the applicable Guarantor or such asset is the Capital Stock of any Loan Party) within any Store in the ordinary course of business; and (j) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that any Disposition pursuant to clauses (a) though (dsuch Guarantor), and clauses (f) and (h) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, or property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein)business; (b) Dispositions of inventory and goods held for sale in the ordinary course of business; (c) Dispositions of equipment or Real Estate to the extent that (i) such property equipment is exchanged for credit against all or a portion of the purchase price of similar replacement property andequipment or (ii) the proceeds of such Disposition are (x) paid solely in cash, (y) reinvested in replacement equipment within 30 days of receipt and (z) if the equipment subject to such property is Disposition was Collateral, then such replacement property equipment is made or becomes Collateral subject to Liens and security interests a perfected Lien in favor of the Collateral Administrative Agent for the benefit of the Credit PartiesSecured Parties substantially contemporaneously with the consummation of such replacement; (d) Dispositions of property by any Subsidiary to the 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 the Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03Guarantor; (e) Dispositions permitted by Sections 7.04 (a), (b), (c), (d), (f) and (g)Section 7.04; (f) bulk sales or other dispositions of the inventory of the Borrower or a Restricted Subsidiary 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 (i) in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder; (g) grants of licenses of Intellectual Property in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; (h) Dispositions by the Borrower and the Restricted its Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (hf) in any Fiscal Year of Borrower fiscal year shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) 5,000,000 and (iii) at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary solely in cash cash; (with an assumption g) sales or non-exclusive grants of Indebtedness (licenses or sublicenses to use the patents, trade secrets, know-how and other than Subordinated Indebtedness) intellectual property, and licenses, leases or subleases of other assets, of the Borrower or such Restricted any wholly-owned Subsidiary by a purchaser in connection to the extent not materially interfering with the applicable Disposition business of the Borrower or any Subsidiary; (h) so long as no Default shall occur and be deemed continuing, the grant of any option or other right to purchase any asset in a transaction that would be cash for permitted under the purposes provisions of this clause (iii)Section 7.05(f); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business[reserved]; and (j) any issuance Dispositions to a Permitted JV provided that (i) Consolidated EBITDA for the most recent Measurement Period for which financial statements of the Borrower are available is not less than $225,000,000, (ii) the pro forma Consolidated Fixed Charge Coverage Ratio as of the end of such Measurement Period is at least 1.5 to 1.0, (iii) the aggregate net book value of the assets that are the subject of such Dispositions do not exceed $10,000,000 and (iv) at the time of such Disposition, no Default shall exist or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; would result therefrom. provided, however, that any Disposition pursuant to clauses Section 7.05(a) through Section 7.05(f) (a) though (d), and clauses (f) and (hother than Dispositions to a Loan Party) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, or property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein)business; (b) Dispositions of inventory and goods held for sale in the ordinary course of business; (c) Dispositions of equipment or Real Estate real property to the extent that (i) such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if or (ii) the proceeds of such property is Collateral, then Disposition are reasonably promptly applied to the purchase price of such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Partiesproperty; (d) Dispositions of property by any Subsidiary to the Borrower Company or to a wholly-owned Restricted Subsidiary; provided that except to the extent that such Disposition is permitted as an Investment under Section 7.02 (i) if the transferor of in such property a transaction is a Designated Borrower that is a Domestic Subsidiary or is a Domestic Subsidiary Guarantor, then the transferee thereof must either be the Company, a Designated Borrower that is a Domestic Subsidiary or a Domestic Subsidiary Guarantor and (ii) if the transferor in such a transaction is a Designated Borrower that is a Foreign Subsidiary or is a Foreign Subsidiary Guarantor, then the transferee must be the Company, a Designated Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03Guarantor; (e) Dispositions permitted by Sections 7.04 (a), (b), (c), (d), (f) and (g)Section 7.04; (f) bulk sales or other dispositions of Dispositions by the inventory of the Borrower or a Restricted Subsidiary 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 (i) in any Fiscal Year, ten percent (10%) of the number of the Borrower’s Company and its Restricted Subsidiaries’ Stores as Subsidiaries of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunderproperty permitted by Section 7.12; (g) grants Dispositions of licenses of Intellectual Property Securitization Assets for fair market value (or for fair consideration and reasonably equivalent value) to one or more Permitted Securitization Entities and their assigns pursuant to or in the ordinary course of business, which do not materially interfere connection with the business of the Borrower and the Restricted Subsidiaries, taken as a whole;Permitted Securitization Transaction or by any Permitted Securitization Entity in connection therewith; and (h) other Dispositions from and after the date of this Agreement by the Borrower Company and the Restricted its Subsidiaries for an aggregate sale price not otherwise permitted under this Section 7.05; provided that (i) to exceed 5% of Consolidated Total Assets calculated at the time of such each Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (h) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business; and (j) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that any Disposition pursuant to clauses (a) though (d), and clauses (b), (c), (f) and (h) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete obsolete, surplus, damaged or worn out property, or property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein); (b) Dispositions of inventory and goods held for sale in the ordinary course of business; (b) Dispositions permitted by Section 7.04; (c) Dispositions leases of equipment or Real Estate to personal property in the extent that such property is exchanged for credit against all or a portion ordinary course of the purchase price of similar replacement property and, if such property is Collateral, then such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Partiesbusiness; (d) Dispositions sales of property by any Subsidiary to inventory in the Borrower or to a wholly-owned Restricted Subsidiary; provided that if the transferor ordinary course of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03business; (e) Dispositions permitted of cash and cash equivalents in the ordinary course of business and not otherwise in violation of this Agreement; (f) the licensing of Intellectual Property in the ordinary course of business (i) on a non-exclusive basis, or (ii) on an exclusive basis, with respect to any particular field of use or geography, so long as, in the case of this clause (ii), such exclusive licenses do not interfere with the licensing or leasing by Sections 7.04 Borrower and its Subsidiaries of the RealD 3D Cinema system or any other business conducted by Borrower or its Subsidiaries that is material to the businesses of the Borrower and its Subsidiaries, taken as a whole; (g) the incurrence of Permitted Liens and the making of Permitted Investments; (h) Dispositions of assets (i) from Borrower to a Loan Party (other than Borrower) in amounts not to exceed $1,000,000 in the aggregate during any Fiscal Year, provided that the consideration received is at least equal to the fair market value of such assets at the time of such disposition, or (ii) from a Subsidiary of Borrower to a Loan Party; (i) 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; (j) the sale of accounts receivables or notes receivables for collection or the conversion of accounts receivables into notes receivables in the ordinary course of business, in each case without recourse and only in connection with the compromise or collection thereof; and (k) Dispositions by Borrower or any of its Subsidiaries of any assets not covered by clauses (a), (b), (c), (d), (e), (f) and ), (g); , (f) bulk sales or other dispositions of the inventory of the Borrower or a Restricted Subsidiary not in the ordinary course of business in connection with Store closingsh), at arm’s length, provided, that such Store closures and related Inventory dispositions shall not exceed (i) or (j) of this Section 7.05 in amounts not to exceed $1,000,000 in the aggregate during any Fiscal Year, ten percent (10%) of provided that the number of consideration received is at least equal to the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning fair market value of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder; (g) grants of licenses of Intellectual Property in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; (h) Dispositions by the Borrower and the Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) assets at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (h) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business; and (j) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that any Disposition pursuant to clauses (a) though (d), and clauses (f) and (h) shall be for fair market valuedisposition.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, or property (including Intellectual Property) that is no longer used or useful usable in the business of the Borrower and its Restricted Subsidiaries business, whether now owned or hereafter acquired, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein)business; (b) Dispositions of inventory and goods held for sale in the ordinary course of business; (c) Dispositions of equipment or Real Estate real property to the extent that (i) such property is exchanged for credit against all or a portion of the purchase price of similar replacement property andor (ii) a Responsible Officer of Holdings shall have delivered a certificate to the Administrative Agent prior to the date of such Disposition stating that Holdings or any Subsidiary of Holdings intends to reinvest the proceeds of such Disposition in replacement property of Holdings and its Subsidiaries within 365 days of receipt of such proceeds (provided that if, prior to the expiration of such 365 day period, Holdings, directly or through a Subsidiary, shall have entered into a binding agreement providing for such investment on or prior to the date that is 180 days after the expiration of such 365 day period, such 365 day period shall be extended to the date provided for such investment in such binding agreement); provided that if such property investment is Collateralnot made as contemplated by this clause (ii), then such replacement property is Disposition shall not be deemed to have been made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Partiesaccordance with this clause (ii); (d) Dispositions of property by any Borrower of a Group to any Guarantor of the same Group, or by any Subsidiary of a Group to the any Borrower or Guarantor of the same Group or by any Subsidiary that is not a Loan Party to any Subsidiary that is not a wholly-owned Restricted SubsidiaryLoan Party; provided that if the transferor of such property is a Subsidiary Borrower or a Guarantor, the transferee thereof must either be a Borrower of the Borrower same Group or a Subsidiary Guarantor or an Investment permitted under Section 7.03;of the same Group. (e) Dispositions permitted by Sections 7.04 (a), (b), (c), (d), (f) and (g)of accounts receivable for purposes of collection; (f) bulk sales Dispositions of investment securities and Cash Equivalents in the ordinary course of business; (g) (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; (h) licensing or other dispositions sublicensing of the inventory of the Borrower or a Restricted Subsidiary not IP Rights in the ordinary course of business in connection with Store closingsfor fair market value and on customary terms; provided that the grant of any exclusive license shall not materially interfere with, at arm’s lengthor preclude, provided, the exploitation by Holdings or any of its Subsidiaries of any IP Rights to the extent that such Store closures and related Inventory dispositions shall not exceed IP Rights continue to be used in the business; (i) in any Fiscal Year, ten percent (10%) transfers of condemned property as a result of the number exercise of “eminent domain” or other similar policies to the Borrower’s respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), and its Restricted Subsidiaries’ Stores as transfers of property that have been subject to a casualty to the beginning respective insurer of such Fiscal Year (net real property as part of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunderan insurance settlement; (g) grants of licenses of Intellectual Property in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; (hj) Dispositions by the Borrower Holdings and the Restricted its Subsidiaries of property not otherwise permitted under this Section 7.057.05 (but in any event excluding Receivables Program Assets); provided that (i) at the time of such DispositionDisposition and after giving effect thereto, no Default shall exist or would result from such Disposition, (ii) the aggregate book value proceeds of all such Dispositions in the aggregate from the Restatement Date are less than the greater of (x) $100,000,000 and (y) 3.50% of Consolidated Total Assets of Holdings, (iii) the consideration received for such property Disposed shall be in an amount at least equal to the fair market value thereof, (iv) no less than 75% of such consideration shall be paid in reliance on this clause cash (h) provided that Dispositions in any Fiscal Year of Borrower shall an aggregate amount not to exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may 25,000,000 shall be Disposed of in reliance on this clause (hexempt from such minimum cash requirements) and (iiiv) at least 75% of the purchase price for such asset Net Cash Proceeds thereof shall be paid to the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary applied as required by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iiiSection 2.05(b)(i)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business; and (j) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that for the purposes of clause (iv), the following shall be deemed to be cash: (A) any liabilities (as shown on Holdings’ or the applicable Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings 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 Holdings and all of its Subsidiaries shall have been validly released by all applicable creditors in writing and (B) any securities received by Holdings or the applicable Subsidiary from such transferee that are converted by Holdings 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 Holdings and its Subsidiaries of property acquired after the Restatement Date in Permitted Acquisitions; provided that (i) Holdings 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 to be divested in connection with any Permitted Acquisition does not exceed an amount equal to 15% of the total cash and non-cash consideration for such Permitted Acquisition and (iii) the Net Cash Proceeds thereof shall be applied as required by Section 2.05(b)(i); and (l) Dispositions of Receivables Program Assets in connection with a Qualified Receivable Transaction; provided that (i) the consideration received by Holdings or any Subsidiary from a Receivables Subsidiary for such assets shall be in an amount at least equal to the fair market value thereof to be paid in cash (or an intercompany obligation of such Receivables Subsidiary (which obligation Holdings shall cause to be documented pursuant to clauses (a) though (dan intercompany note pledged and delivered to the Administrative Agent in accordance with the Pledge Agreements), which obligation shall be paid in cash upon the collection of Receivables Program Assets disposed of pursuant to this Section 7.05(l)) (ii) the Net Cash Proceeds thereof shall be applied as required by Section 2.05(b)(i), (iii) the Seller’s Retained Interest and clauses all proceeds thereof shall constitute Collateral (fto the extent such interest is required to be Collateral hereunder) and all necessary steps to perfect a Lien in such Seller’s Retained Interest for the benefit of the Secured Parties have been taken by Holdings and its Subsidiaries and (hiv) no Event of Default shall have occurred and be for fair market valuecontinuing at the time such Disposition is made.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions Other than in accordance with this Section 4, each Lender is prohibited from any Transfer of obsolete its interest in the Loan at any time to any Person without Administrative Agent’s prior written consent not to be unreasonably withheld, conditioned or worn out propertydelayed (each Lender other than JPP, or property (including Intellectual Property) an “Additional Lender”). Any Transfer by a Lender of its interest in the Loan that is no longer used or useful in the business of the Borrower prohibited hereunder shall be null and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein);void ab initio. (b) Dispositions If any Transfer by JPP of inventory and goods held for sale a portion of its interest in the ordinary course Loan in compliance with the Loan Documents, which may take the form of business;a transfer of one or more of the Notes or Note Components or any interest therein or, solely in the case of JPP, a participation interest (the “Transferred JPP Interest”), would result in an Additional Lender holding a larger percentage interest in the Loan than JPP (such interest in the Loan in excess of JPP’s percentage interest, the “Excess Lender Interest”), then each such Additional Lender shall Transfer its Excess Lender Interest to any such Person as JPP designates in writing; provided, that no Additional Lender shall be required to Transfer its Excess Lender Interest if JPP Transfers its Transferred JPP Interest and receives consideration of less than the total outstanding principal amount of the Transferred JPP Interest as of the date of such Transfer plus the total amount of accrued and unpaid interest on such Transferred JPP Interest as of the date of such Transfer. In connection with any Transfer of any Excess Lender Interest by an Additional Lender pursuant to this Section 4(b), such Additional Lender shall receive, as consideration, not less than the total outstanding principal amount of the Excess Lender Interest as of the date of such Transfer plus the total amount of accrued and unpaid interest on such Excess Lender Interest as of the date of such Transfer. (c) Dispositions In the event of equipment any Transfer of the Excess Lender Interest, which Transfer may take the form of a Transfer of a portion of or Real Estate interest in such Additional Lender’s Note or Note components in Additional Lender’s Note, such Transfer shall be on the same material terms and substantially similar documentation as the Transfer of the Transferred JPP Interest; provided, that such agreement shall not require such Additional Lender to make any representations or warranties or grant any indemnity except as related to such Additional Lender’s authority, authorization and good title to the extent transferred interest. Notwithstanding the foregoing, in the event JPP elects to participate its Note or Note Component, no other Additional Lender shall have an obligation to grant a participation in such Additional Lender’s Note or Note Component and may require that JPP purchase the corresponding pro rata portion of such property Additional Lender’s Note or Note Component as is exchanged being participated by JPP and acquire such portion pursuant to a direct assignment and subsequently convey the original Transferred JPP Interest plus the portion Transferred by the Additional Lender to JPP to result in the percentage interests of JPP and each Additional Lender being the same as if the entire Transfer was done as a direct assignment. (d) In connection with any Transfer of any portion of or interest in the Loan, each transferee shall execute a Joinder Agreement, upon which such transferee shall become party to this Agreement for credit against all purposes hereunder as a “Lender;” provided, that each Additional Lender shall take all reasonable actions to reasonably cooperate with JPP in connection with any Transfer and shall enter into, as applicable, a modification of this Agreement, an amended and restated version of this Agreement or any co-lender or intercreditor agreement, reasonably acceptable to JPP and Cascade, that does not change in any adverse manner the rights and obligations granted to each Additional Lender under this Agreement. (e) In connection with a Transfer of any portion of or interest in the Loan by JPP or Cascade, each transferee of such interest shall be entitled to a portion of the purchase price of similar replacement property andorigination fee paid to JPP and Cascade on the Closing Date, if such property is Collateralas applicable, then such replacement property is made subject to Liens and security interests in favor accordance with Section 7.7(e)(B) of the Collateral Agent for the benefit of the Credit Parties; (d) Dispositions of property by any Subsidiary to the 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 the Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03; (e) Dispositions permitted by Sections 7.04 (a), (b), (c), (d), (f) and (g);Loan Agreement. (f) bulk sales or other dispositions of Notwithstanding the inventory of the Borrower or a Restricted Subsidiary not foregoing, each Additional Lender may Transfer its interest in the ordinary course Loan, to the extent permitted under the Loan Agreement, but without the consent of business in connection with Store closings, at arm’s length, provided, that such Store closures and related Inventory dispositions shall not exceed JPP under this Agreement or the Loan Agreement to (i) in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning an Affiliate of such Fiscal Year (net of new Store openings in such Fiscal Year) and Additional Lender or (ii) in to any Person following (A) an Event of Default or (B) a material breach of Administrative Agent’s obligations hereunder and the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of same is not cured within ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable Business Days following notice to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder; (g) grants of licenses of Intellectual Property in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; (h) Dispositions by the Borrower and the Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (h) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business; and (j) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that any Disposition pursuant to clauses (a) though (d), and clauses (f) and (h) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, exceptother than: (a) Dispositions sales of inventory in the ordinary course of business of the Loan Parties and their Subsidiaries; (b) any sale, transfer or other disposition of Property by any Loan Party to any other Loan Party so long as no Loan Party would fail to be Solvent after giving effect to such sale, transfer or other disposition; (c) so long as no Default or Event of Default exists or would result therefrom, (i) sell, transfer or otherwise dispose of equipment for fair market value not in excess of $100,000 per transaction (or series of related transactions) and $500,000 in any Fiscal Year of the Loan Parties, and (ii) sell or trade-in equipment in connection with the acquisition of replacement equipment; (d) the sale, transfer or other disposition of obsolete or worn out property, or property (including Intellectual Property) that tangible Property which is no longer used or useful in the conduct of business of the Borrower Loan Parties and its Restricted Subsidiaries whether now owned their Subsidiaries; (e) any Involuntary Disposition by any Loan Party or hereafter acquiredany Subsidiary; (f) any non-exclusive license of any IP Rights by any Loan Party or any Subsidiary in the ordinary course of business, provided that such license does not materially impair the value of any such IP Right as Collateral or the security interest of the Administrative Agent granted under the Loan Documents; (g) the sale, transfer or other disposition of accounts receivable constituting bad debts in each caseconnection with the compromise, settlement or collection thereof in the ordinary course of business (it being understood that this clause (a) does and not include the liquidation as part of any Store a bulk sale or the inventory and other assets located thereinreceivables financing);; and (bh) other Dispositions of inventory by the Borrowers and goods held for sale their Subsidiaries the proceeds (valued at the principal amount in the ordinary course case of business; (c) Dispositions non-cash proceeds consisting of equipment or Real Estate to the extent that such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if such property is Collateral, then such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Parties; (d) Dispositions of property by any Subsidiary to the 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 the Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03; (e) Dispositions permitted by Sections 7.04 (a), (b), (c), (d), (f) and (g); (f) bulk sales notes or other dispositions evidences of the inventory of the Borrower or a Restricted Subsidiary not Indebtedness and valued at fair market value in the ordinary course case of business in connection with Store closings, at arm’s length, provided, that such Store closures and related Inventory dispositions shall all other non-cash proceeds) of which do not exceed (i) $2,000,000 in the aggregate in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder; (g) grants of licenses of Intellectual Property in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; (h) Dispositions by the Borrower and the Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at no such Disposition involves the time sale or other disposition of a minority equity interest in the Borrower or any Loan Party (other than Intermediate Holdings to the extent permitted hereunder), (ii) no less than ninety percent (90%) of the proceeds of such Disposition consist of cash or Cash Equivalents received contemporaneously with the consummation of such Disposition, (iii) the proceeds received in consideration for such Disposition shall not be less than the fair market value of the Property disposed of, (iv) the Net Cash Proceeds of any such Disposition are applied in the manner specified in Section 2.05(b)(ii) hereof and (v) both immediately before and after giving effect to any such Disposition, no Default shall exist or Event of Default exists or would result from such Dispositiontherefrom. Notwithstanding the foregoing, (ii) the aggregate book value of all property Disposed of nothing in reliance on this clause (h) in any Fiscal Year of Borrower Section 7.05 shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset shall be paid to the Borrower directly or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business; and (j) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that indirectly permit any Disposition pursuant to clauses (a) though (d), and clauses (f) and (h) shall be for fair market valuethat would result in a Change of Control.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, or property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein); (b) Dispositions of inventory and goods held for sale in the ordinary course of business; (b) Dispositions of inventory, including Eligible Vehicle Inventory, in the ordinary course of business (including sales of inventory to a manufacturer or distributor in connection with the expiration or termination of the related Franchise Agreement, provided that nothing -------- contained in this Section 7.04(b) shall be deemed to be a waiver of any ---------------- Default or Event of Default otherwise resulting from such expiration or termination); (c) Dispositions of equipment or Real Estate real property to the extent that (i) such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if or (ii) the proceeds of such property is Collateral, then Disposition are reasonably promptly applied to the purchase price of such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Partiesproperty; (d) Dispositions of property by any Subsidiary to the Borrower Company or to a Subsidiary wholly-owned Restricted Subsidiaryby the transferor of such property; provided that if the -------- transferor of such property is the Company or a Subsidiary Guarantor, the transferee thereof must either be the Borrower Company or a Subsidiary Guarantor or an Investment permitted under Section 7.03Guarantor; (e) Dispositions permitted by Sections 7.04 (a), (b), (c), (d), Section 7.03; ------------ (f) and Dispositions of property pursuant to sale-leaseback transactions; C722003.23 80 (g) Dispositions of new car dealerships (including any inventory and other property owned by such dealership); (fh) bulk sales or other dispositions Dispositions of store locations in the inventory ordinary course of the Borrower or a Restricted Subsidiary not business; (i) Dispositions 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 of improved or unimproved real estate not exceed (i) in necessary to any Fiscal Year, ten percent (10%) material line of business conducted by the number of the Borrower’s Company and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder; (gj) grants Dispositions of Permitted Retail Installment Contracts and Related Property pursuant to Permitted Sale Facilities; (k) non-exclusive licenses of Intellectual Property IP Rights in the ordinary course of business, which do business and substantially consistent with past practice for terms not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole;exceeding five years; and (hl) Dispositions by the Borrower and the Restricted Subsidiaries not otherwise permitted under this Section 7.057.04; ------------ provided that (i) at the time of such Disposition, no Default shall exist -------- or would result from such Disposition, Disposition and (ii) the aggregate book value of all property Disposed of in reliance on this clause (hl) in any Fiscal Year of Borrower fiscal year shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business; and (j) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary30,000,000; provided, however, that any Disposition pursuant to clauses (a) though through (d), and clauses (fl) and (h) -------- ------- shall be for not less than fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:except the following (each a “Permitted Disposition”): (a) Dispositions of obsolete or worn out property, or property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, Equipment in the ordinary course of business (it being understood that this clause (a) does is substantially worn, damaged, obsolete or, in the judgment of a Loan Party, no longer useful or necessary in its business and is not include the liquidation of any Store or the inventory and other assets located therein)replaced with similar property having at least equivalent value; (b) Dispositions of inventory and goods held for sale Inventory in the ordinary course of business; (c) Dispositions Store closings (including the termination or non-renewal of equipment any applicable Lease or Real Estate to the extent that such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if such property is Collateral, then such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Parties; (d) Dispositions of property by any Subsidiary to the 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 the Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03; (e) Dispositions permitted by Sections 7.04 (acontract), (b), (c), (d), (f) and (g); (f) bulk sales or other dispositions of the inventory Inventory of a Loan Party conducted in orderly fashion in accordance with the Borrower applicable Store contract or a Restricted Subsidiary not in otherwise and otherwise typical for the ordinary course of business in connection with Store closings, at arm’s lengthcollege bookseller industry (“Customary Dispositions”), provided, that such any other Store closures and related Inventory dispositions that are not Customary Dispositions shall be permitted hereunder so long as such closures and dispositions shall not exceed (i) in any Fiscal YearYear of the Borrower, ten percent (1010.0%) of the number of the Borrower’s and its Restricted SubsidiariesLoan Parties’ Stores Store contracts as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Yearopenings) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (2525.0%) of the number of the Borrower’s and its Restricted Subsidiariessuch Loan Parties’ Stores Store contracts in existence as of the Closing Date (net of new Store openings), provided, that all sales ; (d) Dispositions of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be constituting Licensed Merchandise in accordance with liquidation agreements the Merchandising Agreement and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunderE-Commerce Agreement; (ge) grants of non-exclusive licenses of Intellectual Property of a Loan Party in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; (hf) Dispositions sales, transfers and dispositions by the Borrower and the Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (h) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset shall be paid Loan Party to the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii))another Loan Party; (ig) Licenses for the conduct of licensed departments (other than to an Affiliate sales, transfers and dispositions of any Loan Party) within any Store in the ordinary course of business; and (j) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted SubsidiaryImmaterial Subsidiary to another Person; provided, however, that the total assets and gross revenue of all Immaterial Subsidiaries disposed of from and after the Closing Date shall not exceed five percent (5%) of (i) the Consolidated total assets of the Borrower and its Subsidiaries and (ii) the Consolidated gross revenue of the Borrower and its Subsidiaries, respectively; (h) as long as no Default then exists or would arise therefrom and each of the Agents shall have consented thereto in writing, sales of Real Estate of any Loan Party (or sales of any Person or Persons created to hold such Real Estate or the equity interests in such Person or Persons), including sale-leaseback transactions involving any such Real Estate pursuant to leases on market terms and in an aggregate amount disposed of at any time during the term of this Agreement not to exceed $10,000,000, and as long as, in the case of any sale-leaseback transaction permitted hereunder with respect to any Material Storage Location, the Collateral Agent shall have received from such purchaser or transferee a Collateral Access Agreement on terms and conditions reasonably satisfactory to the Collateral Agent; (i) any Disposition of Real Estate to a Governmental Authority as a result of the condemnation of such Real Estate; (j) as long as each of the Agents shall have consented thereto in writing, Dispositions of Excluded Assets in accordance with any intercreditor agreement or Security Documents applicable thereto, in an aggregate amount disposed of at any time during the term of this Agreement not to exceed $10,000,000 and not constituting Material IP; (k) termination or non-renewal of a Lease and granting a lease, sublease, license or other occupancy interest with respect to any owned Real Estate or any real property subject to a Lease, in each case, so long as such action could not reasonably be expected to result in Material Adverse Effect; and (l) as long as no Default exists or would arise therefrom and without duplication of Dispositions permitted pursuant to clauses (a) though through (dk) above, other Dispositions, provided, that the aggregate fair market value of all assets Disposed of in reliance upon this paragraph (l), other than if such Disposition constitutes a Qualifying Disposition, shall not exceed $35,000,000 during any Fiscal Year of the Borrower and clauses (f) and (h) if such Disposition constitutes a Qualifying Disposition, the proceedsany other Disposition constituting a Specified Event, provided the Net Proceeds thereof are applied in accordance with the terms of Section 2.05(b). Notwithstanding anything to the contrary, no Material IP shall be for fair market valuepermitted to be transferred (including by way of an exclusive license, investment, Disposition, designation as an Immaterial Subsidiary or otherwise), or come to be owned by, any Subsidiary that is not a Loan Party.

Dispositions. Make The Borrower will not, and will not permit any Disposition of its Subsidiaries to, convey, sell, lease, transfer or enter into otherwise dispose of (including, without limitation, any agreement disposition of property pursuant to make a Division), in one transaction or a series of transactions, any Dispositionpart of its business or property, whether now owned or hereafter acquired (including receivables and leasehold interests), except: (a) Dispositions of obsolete or worn worn-out property, tools or property (including Intellectual Property) that is equipment no longer used or useful in its business; (b) any inventory or other property sold or disposed of in the ordinary course of business and for fair consideration; (c) any Subsidiary of the Borrower and may sell, lease, transfer or otherwise dispose of any or all of its Restricted Subsidiaries whether now owned property (upon voluntary liquidation or hereafter acquiredotherwise) to the Borrower or any Subsidiary (provided that, in each casethe case of any such transfer by a Subsidiary Guarantor, the transferee must also be a Subsidiary Guarantor or the Borrower); (d) the Capital Stock of any Subsidiary of the Borrower may be sold, transferred or otherwise disposed of to the Borrower or any other Subsidiary (provided that, in the case of any such transfer by a Subsidiary Guarantor, the transferee must also be a Subsidiary Guarantor or the Borrower); (e) the Borrower or any Subsidiary may, for fair consideration, sell, lease, transfer or otherwise dispose of its property and assets the fair market value of which does not exceed in the aggregate, together with all asset sales made in reliance upon this Section 7.04(e), the General Disposition Basket; provided that the Borrower or any Subsidiary may sell, lease transfer or otherwise dispose of its property and assets for fair consideration that, in the aggregate, is in excess of the General Disposition Basket Amount (any sale, lease or transfer resulting in the receipt of such excess consideration, the “Incremental Asset Sales”) so long as the Net Cash Proceeds of any such Incremental Asset Sales (for avoidance of doubt, only to the extent of such excess) are applied to reduce the Commitments on a dollar-for-dollar basis in accordance with Section 2.11(a); (f) the cross-licensing or licensing of intellectual property, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein)for fair consideration; (bg) Dispositions the dispositions expressly permitted by Section 7.03; (h) the leasing, occupancy or sub-leasing of inventory and goods held for sale real property in the ordinary course of businessbusiness that would not materially interfere with the required use of such real property by the Borrower or its Subsidiaries; (ci) Dispositions the sale or discount of equipment or Real Estate to the extent that such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if such property is Collateral, then such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Parties; (d) Dispositions of property by any Subsidiary to the 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 the Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03; (e) Dispositions permitted by Sections 7.04 (a), (b), (c), (d), (f) and (g); (f) bulk sales or other dispositions of the inventory of the Borrower or a Restricted Subsidiary not accounts receivable arising in the ordinary course of business in connection with Store closingsthe compromise or collection thereof; provided that in no event shall this Section 7.04(i) be utilized for any receivables securitization or similar arrangement or any other arrangement resulting in the incurrence of Indebtedness by any Group Member; (j) transfers of condemned property as a result of the exercise of “eminent domain” or other similar policies to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), at arm’s length, provided, and transfers of properties that have been subject to a casualty to the respective insurer of such Store closures and related Inventory dispositions shall not exceed property as part of an insurance settlement; (k) Liens expressly permitted by Section 7.02; (i) in any Fiscal Year, ten percent the Borrower may issue Capital Stock (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Yearother than Disqualified Stock) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder; (g) grants of licenses of Intellectual Property in the ordinary course of business, which do not materially interfere with the business Subsidiaries of the Borrower and the Restricted Subsidiaries, taken as a whole; (h) Dispositions by the Borrower and the Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (h) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness issue Capital Stock (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary Disqualified Stock), in each case as permitted by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of businessSection 7.13; and (jm) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that any Disposition pursuant to clauses (a) though (d), and clauses (f) and (h) shall be for fair market valueRestricted Payments expressly permitted by Section 7.07.

Dispositions. Make The Borrower will not, nor will it permit any Disposition of its 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 the Borrower or any Subsidiary may sell, lease, transfer or otherwise dispose of obsolete obsolete, worn-out or worn out property, or other property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein)business; (b) Dispositions the Borrower or any Subsidiary may sell, lease, transfer or otherwise dispose of any inventory and goods held for sale or other property (including any license of intellectual property) in the ordinary course of business; (c) Dispositions of equipment the Borrower or Real Estate to the extent that such property is exchanged for credit against all any Subsidiary may enter into any merger or a portion of the purchase price of similar replacement property andconsolidation, if such property is Collateraland any Subsidiary may be dissolved, then such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Partiesliquidated or wound up, as permitted under Section 7.03(a); (d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Restricted Subsidiary; provided that if the transferor of such property is a any Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03may make any Disposition identified in Schedule 7.04; (e) Dispositions permitted by Sections 7.04 any Subsidiary may make any Disposition to the Borrower or any other Subsidiary Guarantor (aother than such Subsidiary), (b), (c), (d), (f) and (g)or any Subsidiary that is not an Obligor may make any Disposition to any other such Subsidiary; (f) bulk sales the Capital Stock of any Subsidiary may be issued, sold, transferred or other dispositions otherwise disposed of the inventory of to the Borrower or a Restricted any wholly owned Subsidiary not in of the ordinary course Borrower; (g) the Borrower or any of business its Subsidiaries may sell or otherwise dispose of Permitted Investments or other Investments permitted to be made under clause (c) of Section 7.05; (h) the Borrower may make Dispositions of assets in connection with Store closings, at arm’s length, provided, that such Store closures and related Inventory dispositions shall not exceed its information technology contracts; (i) the Borrower or any of its Subsidiaries may (i) transfer condemned property to any Governmental Authority that has condemned the same (whether by deed in any Fiscal Year, ten percent (10%) lieu of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Yearcondemnation or otherwise) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, transfer property that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable has been subject to a casualty loss to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder; (g) grants of licenses of Intellectual Property in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; (h) Dispositions by the Borrower and the Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time insurer of such Disposition, no Default shall exist property (or would result from such Disposition, (iiits designee) the aggregate book value as part of all property Disposed of in reliance on this clause (h) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of businessinsurance settlement; and (j) the Borrower or any issuance of its Subsidiaries may make any other Disposition, provided that (i) the consideration received by the Borrower or sale such Subsidiary shall at least equal the fair market value of Equity Interests in, the property sold or sale disposed of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that any Disposition pursuant to clauses (a) though (d), and clauses (f) and (hii) the aggregate amount of Dispositions under this clause (j) shall not exceed (x) $50,000,000 in any fiscal year or (y) so long as the Ratings Upgrade is in effect, in any fiscal year the greater of (i) $100,000,000 and (ii) 5% of Consolidated Tangible Assets (determined as at the end of the immediately preceding fiscal year of the Borrower) (it being understood that if thereafter the Ratings Upgrade shall cease to be for fair market valuein effect, the limitation under subclause (x) above shall apply and Dispositions made while the Ratings Upgrade was in effect shall count against (but only up to the amount of) the then unused amount of such limitation).

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, or property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein)business; (b) Dispositions of inventory and goods held for sale in the ordinary course of business; (c) Dispositions of equipment or Real Estate real property to the extent that (i) such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if or (ii) the proceeds of such property is Collateral, then Disposition are reasonably promptly applied to the purchase price of such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Partiesproperty; (d) (i) Dispositions of property by the Company or any Restricted Subsidiary to the Borrower Company or to a wholly-owned Restricted Subsidiary; provided that if the transferor of such property is a Subsidiary GuarantorLoan Party, the transferee thereof must either be a Loan Party (except to the extent such Disposition consists solely of Equity Interests in a Foreign Subsidiary of such transferring Loan Party that is not a Loan Party); (ii) Dispositions of property by any Loan Party (other than the Company) to the Company or to another Loan Party (other than the Company); and (iii) Dispositions between or among non-Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03Restricted Subsidiaries; (e) Dispositions constituting Investments permitted by Sections 7.04 (a), (b), (c), (d), (f) Section 7.03 and (g)Restricted Payments permitted by Section 7.06; (f) bulk sales Dispositions of property acquired by the Company or other dispositions of the inventory of the Borrower or a any Restricted Subsidiary in a Permitted Acquisition (other than, for the avoidance of doubt, the Closing Date Acquisition) not in excess of $25,000,000 in the ordinary course of business aggregate (other than property used solely in connection with Store closings, at arm’s length, provided, that such Store closures and related Inventory dispositions shall not exceed (i) in any Fiscal Year, ten percent (10%) line of business substantially different from those lines of business conducted by the number of the Borrower’s Company and its Restricted Subsidiaries’ Stores as of Subsidiaries on the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Datedate hereof or any business substantially related or incidental thereto, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, for which there shall be no limit); provided that after giving effect to such Permitted Acquisition and such related Disposition, the Company or such Restricted Subsidiary is in accordance compliance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunderSection 7.07; (g) grants of licenses of Intellectual Property Dispositions by the Company and any Restricted Subsidiary as required by any regulatory authority or in the ordinary course of business, which do not materially interfere connection with compliance with any antitrust Laws in connection with the business of the Borrower and the Restricted Subsidiaries, taken as a wholeClosing Date Acquisition or any Permitted Acquisition; (h) Dispositions by the Borrower Company and its Restricted Subsidiaries of property pursuant to Sale and Leaseback Transactions, provided that the book value of all property so Disposed of shall not exceed $35,000,000 from and after the Closing Date; (i) Dispositions in the nature of exclusive licenses of IP Rights not material (determined as of the date of the applicable license) to the business of the Company and its Restricted Subsidiaries; (j) Dispositions by the Company and its Restricted Subsidiaries of accounts receivable arising in the ordinary course of business which are overdue or payable by a distressed company in connection with the compromise or collection thereof; (k) Dispositions of bankruptcy claims of customers of the Company or any Subsidiary; (l) Dispositions by Borrowers and their Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, Disposition and (ii) the aggregate book value of all property Disposed of in reliance on this clause (hl) in any Fiscal Year of Borrower fiscal year shall not exceed the greater of (x) $10.0 million; provided that an additional aggregate book value 75,000,000 and (y) 3.0% of not more than $5.0 million per consolidated total assets, measured as of the end of the preceding fiscal year, in any fiscal year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii))Company; (im) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store Dispositions in the ordinary course of businessbusiness by the Company and its Subsidiaries of accounts and notes receivable or bankers’ acceptances relating thereto for accounts generated from customers located in China and other jurisdictions in the Pacific Rim region; (n) intercompany Dispositions by the Company or a Restricted Subsidiary to the Company or a Restricted Subsidiary pursuant to the Permitted Post-Closing Reorganization; and (jo) any issuance or sale the unwinding of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that any Disposition pursuant obligations with respect to clauses (a) though (d), and clauses (f) and (h) shall be for fair market valueSwap Contracts permitted hereunder.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, or property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each casethe ordinary course of business, and Dispositions of property deemed to be no longer useful in the conduct of the business of the Borrower or any of its Subsidiaries in the ordinary course of business (it being understood that this clause (a) does not include and as determined in the liquidation of any Store or the inventory and other assets located therein)Borrower’s commercially reasonable judgment; (b) Dispositions of inventory and goods held allowing any registrations or any applications for sale registration of any intellectual property to lapse or go abandoned, in each case, in the ordinary course of business; (c) Dispositions of equipment or Real Estate to the extent that such (i) any property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if such property is Collateral, then such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Parties; (d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Restricted Subsidiary; Subsidiary (except Dispositions pursuant to this subsection (c)(i) to a Securitization Entity and any of its Subsidiaries are not permitted unless such Dispositions are made during a Guaranty Release Period), provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be only any of the Borrower, a Guarantor or another wholly-owned Subsidiary that becomes a Guarantor concurrently with such transaction; and (ii) any property of the Borrower or a wholly-owned Subsidiary to a Subsidiary or Special Entity (except Dispositions pursuant to this subsection (c)(ii) to a Securitization Entity and any of its Subsidiaries are not permitted unless such Dispositions are made during a Guaranty Release Period), provided further that (x) if the transferor of such property is a Guarantor, the transferee thereof must be a Guarantor or an Investment another wholly-owned Subsidiary that becomes a Guarantor concurrently with such transaction and (y) if there exists any Event of Default at the time of any such Disposition or as a result of giving effect to any such Disposition, such Disposition under subsection (ii) hereof must be sales of property on fair and reasonable terms, in the ordinary course of business and consistent with past practices; (d) to the extent such transactions constitute Dispositions, (i) so long as no Event of Default pursuant to Sections 8.01(a)(i), 8.01(a)(ii) (with respect to interest on any Loan or L/C Obligation only), 8.01(f) or 8.01(g) exists before and immediately after giving effect to any such Dispositions, the transactions expressly permitted under by Section 7.037.02(e) or otherwise constituting sales of Securitization Assets pursuant to a Receivables Securitization and (ii) the transactions expressly permitted by Sections 7.04(a), (b), (c) and (d) and 7.06; (e) in addition to Dispositions permitted by Sections 7.04 subsections (a), (b), (c) and (d) preceding, so long as (i) no Default exists at the time the contractual obligation to make such Dispositions is entered into by the Borrower or its Subsidiaries, (ii) the Borrower is in pro-forma compliance with each of the covenants in Section 7.10 after giving effect to any such proposed Disposition, (iii) in each case such Disposition shall be for aggregate fair value (which shall be the price at which the Board of Directors of the relevant Person shall have agreed to sell such assets in an arm’s length transaction to an independent third party buyer which is not an Affiliate) and (iv) such Disposition (or series of Dispositions) shall not be of all or substantially all of the assets of the Borrower, the Borrower and its Subsidiaries may make any Disposition (except Dispositions pursuant to this subsection (e) to a Securitization Entity and any of its Subsidiaries are not permitted unless such Dispositions are made during a Guaranty Release Period); (f) in addition to Dispositions permitted by subsections (a), (b), (c), (d), (f) and (g); (fe) bulk sales or other dispositions of the inventory of the Borrower or a Restricted Subsidiary not in the ordinary course of business in connection with Store closingspreceding, at arm’s length, provided, that such Store closures and related Inventory dispositions shall not exceed so long as (i) in no Event of Default under Section 8.01(a) exists before and immediately after giving effect to any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder; (g) grants of licenses of Intellectual Property in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; (h) Dispositions by the Borrower and the Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such DispositionDispositions, (ii) the aggregate book value Outstanding Amounts of all property Disposed Committed Loans, Swing Line Loans and Unreimbursed Amounts (including all L/C Borrowings) on any date of in reliance on this clause (h) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of Disposition are not more than $5.0 million per year zero, (iii) such Disposition is for fair value (which shall be the price at which the Board of property held by Foreign Subsidiaries may be Disposed Directors of the relevant Person shall have agreed to sell such assets in reliance on this clause (han arm’s length transaction to an independent third party buyer which is not an Affiliate) and (iiiiv) at least 75% the aggregate amount available to be drawn under all outstanding Letters of Credit has been Cash Collateralized, the Borrower and its Subsidiaries may make any Disposition (except (x) Dispositions of all or substantially all of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) assets of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business; are not permitted, and (j) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that any Disposition pursuant to clauses (a) though (d), and clauses (f) and (h) shall be for fair market value.

Dispositions. Make The Borrower and Operating will not, nor will the Borrower and/or Operating permit any Disposition other Credit Party to, sell, lease, transfer, abandon or enter into otherwise dispose of any agreement to make any Disposition, exceptasset other than: (a) Dispositions dispositions of obsolete or worn out property, or property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein); (b) Dispositions of inventory and goods held for sale in the ordinary course of business; (cb) Dispositions dispositions of equipment or Real Estate to the extent that (i) such property equipment is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if equipment or (ii) the proceeds of such property is Collateral, then disposition are reasonably promptly applied to the purchase price of such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Partiesequipment; (dc) Dispositions of property by any Subsidiary to the 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 the Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03; (e) Dispositions permitted by Sections 7.04 (a), (b), (c), (d), (f) and (g); (f) bulk sales or other dispositions of the inventory of the Borrower or a Restricted Subsidiary not sale in the ordinary course of business of Hydrocarbons produced from the Credit Parties' Mineral Interests, (d) Asset Dispositions and other dispositions of Mineral Interests; provided, that, all mandatory prepayments required by Section 2.04 in connection with Store closings, at arm’s length, provided, that such Store closures and related Inventory dispositions shall not exceed Asset Disposition (iafter giving effect to any adjustment pursuant to Section 2.13(d) in any Fiscal Year, ten percent for such Asset Disposition) are made concurrently with the closing thereof; (10%e) a disposition between Credit Parties; (f) the creation of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereundera Permitted Encumbrance; (g) grants the surrender or waiver of licenses contract rights or the disposition, settlement, release or surrender of Intellectual Property contract, tort or other claims of any kind; (h) any disposition of defaulted receivables that arose in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; (h) Dispositions by the Borrower and the Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (h) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii))collection; (i) Licenses for during each calendar year, a single transaction or series of related transactions that involve the conduct disposition of licensed departments assets (other than to an Affiliate Mineral Interests or Debt of any Loan or Equity Interests in a Credit Party) within any Store in the ordinary course with a fair market value of businessless than $5,000,000; (j) a Restricted Payment permitted by Section 7.02; and (jk) an Investment permitted by Section 7.08. In no event will any issuance Credit Party (other than the Borrower) sell, transfer or sale dispose of, or permit any other Credit Party (other than the Borrower) to sell, transfer or dispose of Equity Interests any capital stock of, or other equity interest in, any Restricted Subsidiary of the Borrower nor will the Borrower or sale of Indebtedness Operating permit any other Credit Party (other than the Borrower) to issue or sell any capital stock or other securities ofequity interest or any option, an Unrestricted Subsidiary; provided, however, that warrant or other right to acquire such capital stock or equity interest or security convertible into such capital stock or equity interest to any Disposition pursuant to clauses Person other than a Credit Party unless (ai) though (d), and clauses (f) such disposition is otherwise permitted by this Section 7.05 and (hii) shall the remaining ownership in such Person, if any, would be for fair market valuea Restricted Investment permitted by Section 7.08.

Dispositions. Make The Borrower will not, and will not permit any Disposition of its Subsidiaries to Dispose of, in one transaction or enter into a series of transactions, any agreement to make any Dispositionpart of its business or property, whether now owned or hereafter acquired, except: (a) Dispositions of obsolete Damaged, obsolete, unusable, surplus, used or worn out property, tools or property (including Intellectual Property) that is equipment no longer used or useful in its business; (b) any inventory or other property sold or disposed of in the ordinary course of business and for fair consideration; (c) Dispositions to the Borrower or a Subsidiary, including the sale or issuance by the Borrower or any Subsidiary of any equity interests of any Subsidiary; provided that if the transferor in such a transaction is a Loan Party, then either (i) the transferee must be a Loan Party, (ii) to the extent constituting an Investment, such Investment must be an Investment in a Subsidiary that is not a Loan Party permitted by Section 6.06 or (iii) to the extent constituting a Disposition to a Subsidiary that is not a Loan Party, such Disposition is for fair market value and any promissory note or other non-cash consideration received in respect thereof is an Investment in a Restricted Subsidiary that is not a Loan Party permitted by Section 6.06; (d) any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its property to the Borrower or any wholly owned Subsidiary of the Borrower that is a Loan Party; (e) the Capital Stock of any Subsidiary may be sold, transferred or otherwise disposed of to the Borrower or any wholly owned Subsidiary of the Borrower that is a Loan Party; and (f) Dispositions of property by the Borrower or any Subsidiary having an aggregate fair market value not exceeding $10,000,000 per annum; (g) Dispositions of property by the Borrower or any Subsidiary to effect Sale/Leaseback Transactions permitted under Section 6.12; (h) Dispositions to effect transactions permitted pursuant to Sections 6.02, 6.03 (other than Section 6.03(c)(y)) and 6.07; (i) the abandonment, allowance to lapse or expiration of intellectual property in the ordinary course of business; (j) Dispositions of cash and Cash Equivalents in the ordinary course of business; (k) Dispositions of defaulted receivables in the ordinary course of business or in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceeding; (l) Dispositions of assets resulting from condemnation or casualty events; (m) Dispositions of property by the Borrower or any Subsidiary if immediately after giving effect to such Disposition, (i) the aggregate consideration received by the Borrower and its Restricted Subsidiaries whether now owned for such Disposition shall be in an amount at least equal to the fair market value (as reasonably determined by the Borrower in good faith) thereof (measured either, at the option of the Borrower, at the time of the Disposition or hereafter acquiredas of the date of the definitive agreement with respect to such Disposition) and (ii) at least 75% of the aggregate consideration for such Disposition shall be paid in cash or Cash Equivalents, provided that, for purposes of this provision, each of the following shall be deemed to be cash: (A) (i) instruments, notes, securities or other obligations received by the Borrower or such Subsidiary from the purchaser that within 180 days of the closing is converted by the Borrower or such Subsidiary to cash or Cash Equivalents, to the extent of the cash or Cash Equivalents actually so received and (ii) any cash payments received with respect to instruments, notes, securities or other obligations referred to in clause (i) immediately above within 180 days of such Disposition; (B) the assumption by the purchaser of Indebtedness or other obligations or liabilities (as shown on the Borrower’s most recent balance sheet or in the footnotes thereto) of the Borrower or a Subsidiary pursuant to operation of law or a customary novation or assumption agreement; and (C) any Designated Non-Cash Consideration received by the Borrower or such Subsidiary in the Disposition, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of (x) $5,000,000 and (y) 15% of Consolidated Adjusted EBITDA for the most recently ended Reference Period at the time of receipt of such outstanding Designated Non-Cash Consideration (with the fair market value (as reasonably determined by the Borrower 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); (n) any surrender or waiver of contractual rights or the settlement, release, or surrender of contractual, tort or other claims of any kind or any settlement, discount, write off, forgiveness, or cancellation of any Indebtedness owing by any present or former directors, officers, or employees of the Borrower or` any Subsidiary or any of their successors or assigns; (o) the unwinding or termination of any Hedging Agreement; (p) Leases of real or personal property and non-exclusive licenses and sub-licenses of intellectual property, in each case, in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of any Store or the inventory and other assets located therein); (b) Dispositions of inventory and goods held for sale in the ordinary course of business; (c) Dispositions of equipment or Real Estate to the extent that such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if such property is Collateral, then such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Parties; (d) Dispositions of property by any Subsidiary to the 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 the Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03; (e) Dispositions permitted by Sections 7.04 (a), (b), (c), (d), (f) and (g); (f) bulk sales or other dispositions of the inventory of the Borrower or a Restricted Subsidiary 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 (i) in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder; (g) grants of licenses of Intellectual Property in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted its Subsidiaries, taken as a whole;; and (hq) Dispositions for fair market value (as reasonably determined by the Borrower and the Restricted Subsidiaries not otherwise in good faith) of non-core assets acquired in connection with an Acquisition permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (h) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held hereunder by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset shall be paid to the Borrower or any Subsidiary, provided that the marketing of such Restricted Subsidiary Disposition commences within 90 days of such Acquisition, and provided, further, that such non-core assets are designated at time of the Acquisition by the Borrower in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) writing to the Administrative Agent as being held for sale and not for the continued operation of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes any of this clause (iii)); (i) Licenses for the conduct its Subsidiaries or any of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business; and (j) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that any Disposition pursuant to clauses (a) though (d), and clauses (f) and (h) shall be for fair market valuetheir respective businesses.

Dispositions. Make any Disposition Cause, make or enter into any agreement suffer to make any exist a Disposition, except: (a) Dispositions any Disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out property, or property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, equipment in the ordinary course of business (it being understood that this clause (a) does not include the liquidation of or any Store or the inventory and other assets located therein); (b) Dispositions disposition of inventory and or goods (or other assets) held for sale in the ordinary course of business; (b) the Disposition of all or substantially all of the assets of the Borrower and its Restricted Subsidiaries in a manner permitted pursuant to the provisions described above under Section 6.04; (c) Dispositions the making of equipment any Restricted Payment or Real Estate Permitted Investment that is permitted to the extent that such property be made, and is exchanged for credit against all or a portion of the purchase price of similar replacement property andmade, if such property is Collateral, then such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Partiesunder Section 6.03; (d) Dispositions any Disposition of property or assets or issuance of Equity Interests (A) by any a Restricted Subsidiary of the Borrower to the 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 the Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03; (eB) Dispositions permitted by Sections 7.04 (a), (b), (c), (d), (f) and (g); (f) bulk sales or other dispositions of the inventory of the Borrower or a Restricted Subsidiary not of the Borrower to another Restricted Subsidiary of the Borrower; provided that in the ordinary course case of business any event described in connection clause (B) where the transferee or purchaser is not a Guarantor, then at the option of the Borrower, either (1) such disposition shall constitute a Disposition for purposes of the definition of Prepayment Asset Sale or (2) the Net Cash Proceeds thereof, when aggregated with Store closingsthe amount of Permitted Investments made pursuant to clauses (a) and (c) of the definition thereof, at arm’s length, provided, that such Store closures and related Inventory dispositions shall not exceed (i) the dollar amount set forth in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning final proviso of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunderdefinition; (ge) grants any Permitted Asset Swap; (f) the sale, lease, assignment, license or sub-lease of licenses of Intellectual Property any real, intangible or personal property in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; (h) Dispositions by the Borrower and the Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (h) in any Fiscal Year of Borrower shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business; and (jg) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that any Disposition pursuant to clauses (a) though (d), and clauses (f) and ; (h) sales of accounts receivable, or participations therein, by any Restricted Subsidiary that is not a Restricted Guarantor in connection with any Receivables Facility; (i) any sale or other disposition in connection with any financing transaction with respect to property built or acquired by the Borrower or any Restricted Subsidiary after the Closing Date (excluding property constituting Revolving Facility Primary Collateral), including Sale and Lease-Back Transactions and asset securitizations permitted under this Agreement; (j) sales of accounts receivable in connection with the collection or compromise thereof; (k) transfers of property subject to casualty or condemnation proceedings (including in lieu thereof) upon the receipt of the net cash proceeds therefor; provided such transfer shall be constitute a Property Loss Event; (l) the abandonment of intellectual property rights in the ordinary course of business, which in the reasonable good faith determination of the Borrower or a Restricted Subsidiary are not material to the conduct of the business of the Borrower and its Restricted Subsidiaries taken as a whole; (m) voluntary terminations of Hedging Obligations; (n) Dispositions (including Sale and Lease-Back Transactions) by a Foreign Subsidiary designed to generate foreign distributable reserves; (o) any Disposition to the extent not involving property (when taken together with any related Disposition or series of related Dispositions) with a fair market value in excess of $25,000,000; and (p) Dispositions (other than Dispositions by the Borrower and the Restricted Guarantors primarily of Accounts and Inventory) not otherwise permitted under this Section 6.05; provided that: (i) at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Obligations or that are owed to the Borrower or a Restricted Subsidiary, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all 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 such Disposition, and (C) any Designated Non-Cash Consideration received by the Borrower or such Restricted Subsidiary in such Disposition 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 to exceed the greater of $130,000,000 and 2.00% 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, shall be deemed to be cash for purposes of this provision and for no other purpose; (ii) any Disposition of assets or issuance or sale of Equity Interests of a Restricted Subsidiary in any transaction or series of related transactions, when taken together with all other dispositions made in reliance on this paragraph (p), does not have a fair market value in excess of 10.0% of Total Assets of the Borrower on the Closing Date; and (iii) if after giving effect to any such Disposition, Excess Cash Availability would be less than the Excess Availability Threshold, the Borrower shall have delivered an updated Borrowing Base Certificate to the Administrative Agent on the date of any Disposition made in reliance on this paragraph (p); and (q) Sale and Lease-Back Transactions involving (i) real property owned on the Closing Date (other than any Mortgaged Property), (ii) property acquired not more than 180 days prior to such Sale and Lease Back Transaction for cash in an amount at least equal to the cost of such property and (iii) other property for cash consideration if the sale is treated as a Prepayment Asset Sale; provided that the consideration received by the Borrower or such Restricted Subsidiary, as the case may be, with respect to any Disposition of any property with a fair market value in excess of $25,000,000 must be at least equal to the fair market value (as determined in good faith by the Borrower) of the assets sold or otherwise disposed of. To the extent any Collateral is disposed of as expressly permitted by this Section 6.05 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 shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

Dispositions. Make The Borrower shall not, nor shall it permit any Subsidiary nor the LS&Co. Trust to, directly or indirectly make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, or property (including Intellectual Property) that is no longer used or useful in the business of the Borrower and its Restricted Subsidiaries whether now owned or hereafter acquired, in each case, in the ordinary course of business (it being understood that this clause (a) does not include business, including any property no longer used in the liquidation of any Store or the inventory and other assets located therein)business; (b) Dispositions of inventory and goods held for sale (i) in the ordinary course of business or (ii) by the Borrower or any of its Subsidiaries to the Borrower or any of its Subsidiaries in arms length transactions in the ordinary course of business; (c) Dispositions of equipment or Real Estate accounts receivable to collection agencies provided the extent that aggregate face amount of all such property is exchanged for credit against all or a portion of the purchase price of similar replacement property and, if such property is Collateral, then such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Partiesaccounts receivable does not exceed $5,000,000; (d) Dispositions of property permitted by any Subsidiary to the 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 the Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.037.04; (e) Dispositions permitted by Sections 7.04 (a), (b), (c), (d), (f) and (g)Licenses of IP Rights in the ordinary course of business; (f) bulk sales or Licenses of any IP Collateral other dispositions of the inventory of the Borrower or a Restricted Subsidiary not than in the ordinary course of business or other Dispositions of all of the right, title and interest in any IP Collateral, to the extent that such Disposition is for fair market value (in the case of any material Disposition, as determined in good faith by the board of directors of the Borrower), PROVIDED that, with respect to the IP Collateral subject to any such Disposition, the sales in the applicable jurisdictions for the prior twelve-month period of Inventory using such IP Collateral in the production thereof do not in the aggregate (x) with respect to any single Disposition (or series of Dispositions) account for more than 5% of the consolidated net sales of the Borrower and its Subsidiaries for the prior twelve-month period and (y) with respect to all such Dispositions account for more than 10% of the consolidated net sales of the Borrower and its Subsidiaries for the prior twelve-month period; and PROVIDED FURTHER that for any such Disposition in excess of $1,000,000 the Borrower and its Subsidiaries make the prepayments required by Section 2.04; (g) Transfers and contributions of funds from time to time (i) by the Borrower to that certain grantor trust adopted and maintained by the Borrower in connection with Store closings, at arm’s length, provided, that such Store closures and related Inventory dispositions shall not exceed (i) in any Fiscal Year, ten percent (10%) the deferred compensation plan of the number Borrower (the "LS&CO. DEFERRED COMPENSATION PLAN") for the purpose of contributing funds to be held until paid to participants in the Borrower’s LS&Co. Deferred Compensation Plan and its Restricted Subsidiaries’ Stores as of their beneficiaries (together with any successors, the beginning of such Fiscal Year "LS&CO. TRUST") pursuant to those certain trust agreements in form and substance satisfactory to the Administrative Agent (net of new Store openings in such Fiscal Yearthe "LS&CO. TRUST AGREEMENT") and (ii) in by the aggregate from and after LS&Co. Trust to plan participants or the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be Borrower in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder; (g) grants of licenses of Intellectual Property in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a wholeLS&Co. Trust Agreement; (h) Dispositions of (A) inventory (and related assets customarily included in such transactions) pursuant to a Permitted Foreign Inventory Transaction pursuant to Section 7.03(c)(vi) or (xiii), (B) accounts receivable (and related assets customarily included in such transactions) pursuant to a Permitted Foreign Receivables Transaction pursuant to Section 7.03(c)(vi) or (xiii), (C) real property pursuant to Real Estate Financing Transactions permitted under Section 7.03(c)(xiv); and (D) equipment pursuant to Equipment Financing Transactions permitted under Section 7.03(c)(i), (iii) or (xiv); (i) Dispositions by the Borrower to any of its Subsidiaries of property other than accounts receivable and inventory and Dispositions by any of its Subsidiaries to the Borrower or any of its other Subsidiaries of property other than accounts receivable and inventory; provided that the sum, without duplication, of (i) the aggregate fair market value of such property sold, transferred, licensed or otherwise disposed of after the date hereof plus (ii) the aggregate principal amount of Indebtedness permitted by Section 7.03(c)(xi) plus (iii) the aggregate Investments permitted by Section 7.02(l) shall not exceed the Available Amount; (j) other Dispositions by the Borrower and the Restricted its Subsidiaries not otherwise permitted under this Section 7.05of property other than accounts receivable or inventory; provided PROVIDED that (i) at the time of such any Disposition, no Event of Default shall exist or would shall result from such Disposition, disposition; (ii) the aggregate book consideration received for such Disposition shall be in an amount at least equal to the fair market value of all property Disposed of in reliance on this clause (h) in any Fiscal Year of Borrower shall not exceed $10.0 millionthe assets sold, transferred, licensed or otherwise disposed of; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price consideration received for such asset disposition shall be paid to cash; (iv) the Borrower or non-cash consideration received for all such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store Dispositions in the ordinary course of businessaggregate shall not exceed $30,000,000 at any time outstanding; and (j) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that any Disposition pursuant to clauses (a) though (d), and clauses (f) and (h) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, exceptother than: (a) Dispositions sales of inventory in the ordinary course of business of the Loan Parties and their Subsidiaries; (b) any sale, transfer or other disposition of Property by any Loan Party to any other Loan Party (other than Borrower) in the ordinary course of business so long as no Loan Party would fail to be Solvent after giving effect to such sale, transfer or other disposition; (c) any sale, transfer or other disposition of Property by any Subsidiary which is not a Loan Party to any Loan Party (other than Borrower) or to any other Subsidiary which is not a Loan Party; (d) the sale, transfer or other disposition of obsolete or worn worn-out property, or property (including Intellectual Property) that tangible Property which is no longer used or useful in the conduct of business of the Borrower Loan Parties and its Restricted Subsidiaries whether now owned their Subsidiaries; (e) any Involuntary Disposition by any Loan Party or hereafter acquired, in each case, any Subsidiary; (f) (i) any non-exclusive license of any IP Rights by any Loan Party or any Subsidiary in the ordinary course of business and substantially consistent with past practice, and (it being understood that this clause ii) any non-exclusive licenses of any IP Rights to any present or future Franchisee of a “Potbelly Sandwich Works” restaurant concept pursuant to a Franchise Agreement entered into on an arm’s length basis (asubstantially consistent with the Franchise Agreements entered into by Potbelly Franchising prior to the Closing Date or otherwise in form and substance satisfactory to the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed)) and in the ordinary course of business between Potbelly Franchising and such Franchisee; provided that, in each case of the foregoing clauses (i) and (ii), such license does not include materially impair the liquidation value of any Store such IP Right as Collateral or the inventory security interest of the Administrative Agent granted under the Loan Documents and other assets located therein)is not otherwise prohibited by this Agreement; (bg) Dispositions the sale, transfer or other disposition of inventory and goods held for sale defaulted accounts receivable in connection with the compromise, settlement or collection thereof in the ordinary course of business; (ch) Permitted Refranchising Sales; (i) Dispositions of equipment or Real Estate in connection with mergers and consolidations permitted by Section 7.04; (j) to the extent that such property is exchanged for credit against all or a portion of the purchase price of similar replacement property constituting Dispositions, Liens permitted by Section 7.02; and, if such property is Collateral, then such replacement property is made subject to Liens and security interests in favor of the Collateral Agent for the benefit of the Credit Parties; (dk) other Dispositions (other than in respect of property any IP Rights) by any Subsidiary to the Borrower or to a whollyand its Subsidiaries the proceeds (valued at the principal amount in the case of non-owned Restricted Subsidiary; provided that if the transferor cash proceeds consisting of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor or an Investment permitted under Section 7.03; (e) Dispositions permitted by Sections 7.04 (a), (b), (c), (d), (f) and (g); (f) bulk sales notes or other dispositions evidences of the inventory of the Borrower or a Restricted Subsidiary not Indebtedness and valued at fair market value in the ordinary course case of business in connection with Store closings, at arm’s length, provided, that such Store closures and related Inventory dispositions shall all other non-cash proceeds) of which do not exceed (i) $2,000,000 in the aggregate in any Fiscal Year, ten percent (10%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores as of the beginning of such Fiscal Year (net of new Store openings in such Fiscal Year) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Borrower’s and its Restricted Subsidiaries’ Stores in existence as of the Closing Date (net of new Store openings), provided, that all sales of Inventory in connection with Store closings in excess of ten (10) Store closings in any three month period, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided, further that all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required hereunder; (g) grants of licenses of Intellectual Property in the ordinary course of business, which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; (h) Dispositions by the Borrower and the Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at no such Disposition involves the time sale or other disposition of a minority equity interest in any Loan Party (other than Borrower to the extent permitted hereunder), (ii) no less than 75% of the proceeds of such Disposition consist of cash or Cash Equivalents received contemporaneous with the consummation of such Disposition, (iii) the proceeds received in consideration for such Disposition shall not be less than the fair market value of the Property disposed of, (iv) the Net Cash Proceeds of any such Disposition are applied in the manner specified in Section 2.05(b)(ii) and (v) both immediately before and after giving effect to any such Disposition, no Default shall exist or Event of Default exists or would result from such Dispositiontherefrom. Notwithstanding the foregoing, (ii) the aggregate book value of all property Disposed of nothing in reliance on this clause (h) in any Fiscal Year of Borrower Section 7.05 shall not exceed $10.0 million; provided that an additional aggregate book value of not more than $5.0 million per year of property held by Foreign Subsidiaries may be Disposed of in reliance on this clause (h) and (iii) at least 75% of the purchase price for such asset shall be paid to the Borrower directly or such Restricted Subsidiary in cash (with an assumption of Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Restricted Subsidiary by a purchaser in connection with the applicable Disposition shall be deemed to be cash for the purposes of this clause (iii)); (i) Licenses for the conduct of licensed departments (other than to an Affiliate of any Loan Party) within any Store in the ordinary course of business; and (j) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided, however, that indirectly permit any Disposition pursuant to clauses (a) though (d), and clauses (f) and (h) shall be for fair market valuethat would result in a Change of Control.