Common use of Dispositions Clause in Contracts

Dispositions. Neither the Borrower nor any of the Restricted Subsidiaries shall, directly or indirectly, make any Disposition, except: (a) (i) Dispositions of obsolete, worn out or surplus property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of property no longer used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000; (b) Dispositions of inventory or goods (or other assets, including timeshare and residential assets, furniture and equipment) held for sale and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned in the ordinary course of business), in each case, in the ordinary course of business; (c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (d) Dispositions of property to the Borrower or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan Party or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02; (e) to the extent constituting Dispositions, transactions permitted by Sections 7.01, 7.02 (other than Section 7.02(e)), 7.04 (other than Section 7.04(f)) and 7.06; (f) any conversions of hotel properties into timeshare or residential properties and the sale or other disposition of assets created in such conversions; (g) Dispositions of Cash Equivalents; (i) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of intellectual property that do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries so long as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual property; (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty Event; (j) Dispositions of property; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists), no Default shall exist or would result from such Disposition and (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $150,000,000, the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (p), (q), (r)(i), (r)(ii), (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee) (only to the extent the Obligations are secured by such cash and Cash Equivalents); provided, however, that for the purposes of this clause (j)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed 5.00% of Total Assets at any time (net of any non-cash consideration converted into cash and Cash Equivalents); (k) any Disposition of Securitization Assets (or of the Equity Interests in a Subsidiary, substantially all of the assets of which are Securitization Assets) to a Securitization Subsidiary; (l) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business; (m) Dispositions of property pursuant to sale-leaseback transactions; provided that the fair market value of all property so Disposed of after the Closing Date shall not exceed $100,000,000; (n) any swap of assets in exchange for services or other assets of comparable or greater value or usefulness to the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Borrower; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and; (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights; (s) Permitted Intercompany Activities, the Spin-Off Transaction and related transactions; and (t) the Timeshare Disposition (individually or in the aggregate); provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e), (i), (k), (p), (r) and (s) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

Dispositions. Neither the The Borrower nor shall not, and shall not permit any of the its Restricted Subsidiaries shallto, directly or indirectly, make consummate any Disposition, except: (a) (i) Dispositions any disposition of obsoletecash, Cash Equivalents or Investment Grade Securities or damaged, obsolete or worn out equipment or surplus propertyother assets, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property assets no longer used or useful in the conduct of the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of property no longer used or useful in the conduct of the business of the Borrower and its the Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000; (b) Dispositions of inventory or goods (or other assets, including timeshare and residential assets, furniture and equipment) held for sale and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned in the ordinary course reasonable opinion of business)the Borrower, in each case, in the ordinary course of business; (c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (d) Dispositions of property to the Borrower business or any Restricted Subsidiary; provided that if the transferor disposition or transfer of such property is a Loan Party, inventory or goods (i) the transferee thereof must be a Loan Party or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02; (e) to the extent constituting Dispositions, transactions permitted by Sections 7.01, 7.02 (other than Section 7.02(e)), 7.04 (other than Section 7.04(f)) and 7.06; (f) any conversions of hotel properties into timeshare or residential properties and the sale or other disposition of assets created in such conversions; (gassets) Dispositions of Cash Equivalents; (i) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of intellectual property that do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries so long as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual property; (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty Event; (j) Dispositions of property; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists), no Default shall exist or would result from such Disposition and (ii) with respect to any Disposition pursuant to this clause (j) held for a purchase price in excess of $150,000,000, the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (p), (q), (r)(i), (r)(ii), (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee) (only to the extent the Obligations are secured by such cash and Cash Equivalents); provided, however, that for the purposes of this clause (j)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed 5.00% of Total Assets at any time (net of any non-cash consideration converted into cash and Cash Equivalents); (k) any Disposition of Securitization Assets (or of the Equity Interests in a Subsidiary, substantially all of the assets of which are Securitization Assets) to a Securitization Subsidiary; (l) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof sale in the ordinary course of business; (mb) Dispositions the disposition of property all or substantially all of the assets of any Restricted Subsidiary in a manner permitted pursuant to sale-leaseback transactions; provided Section 7.03 (other than clause (g) thereof); (c) the making of any Restricted Payment that the is permitted to be made, and is made, under Section 7.05 or any Permitted Investment; (d) any disposition of 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 of all property so Disposed of after the Closing Date shall not exceed $100,000,000; (n) any swap of assets in exchange for services or other assets of comparable or greater value or usefulness to the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Borrower) not to exceed $5 million; (oe) any disposition of property or assets or issuance of securities by a Restricted Subsidiary to the Borrower or by the Borrower or a Restricted Subsidiary to another Restricted Subsidiary; provided, that any transfer from a Loan Party shall be to another Loan Party; (f) to the extent qualifying for non-recognition under Section 1031 of the Code, or any comparable or successor provision, any exchange of like property (excluding any boot thereon) for use in a Similar Business; (g) the lease, assignment or sub-lease of any real or personal property in the ordinary course of business; (h) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and; (pi) the unwinding foreclosures on assets or Dispositions of assets required by Law, governmental regulation or any Swap Contract pursuant to its termsGovernmental Authority; (qj) Dispositions sales of accounts receivable, or participations therein, in connection with any Receivables Facility permitted to be incurred pursuant to Section 7.02(b)(19); (k) any financing transaction (excluding by way of a Sale and Lease-Back Transaction) with respect to property built or acquired by the Borrower 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 to, customary buy/sell arrangements between, between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (rn) the lapse or abandonment of intellectual property rights in the ordinary course of business which, in the reasonable good faith determination of the Borrower, are not material to the conduct of the business of the Borrower 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 the Borrower 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 registrations kind; (q) dispositions of receivables in connection with the compromise, settlement or applications for registration collection thereof in the ordinary course of any immaterial IP Rightsbusiness or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements; (r) the granting of Liens not prohibited by this Agreement; (s) Permitted Intercompany ActivitiesDispositions 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 Spin-Off Transaction and related transactionstime of such Disposition) of all such Dispositions does not exceed $5 million; and (t) Dispositions (including by way of any Sale and Lease-Back Transaction) with respect to which (1) the Timeshare Borrower or any Restricted Subsidiary, as the case may be, receives consideration at the time of such Disposition at least equal to the fair market value (individually as determined in good faith by the Borrower) 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 the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided, that the amount of: (i) any liabilities (as shown on the Borrower’s most recent consolidated balance sheet or in the aggregate); provided footnotes thereto or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that any Disposition would have been reflected on the Borrower’s consolidated balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet, as determined in good faith by the Borrower) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Obligations, that are assumed by the transferee of any property such assets (or are otherwise extinguished by the transferee in connection with the transactions relating to such Disposition) and for which the Borrower and all such Restricted Subsidiaries have been validly released, (ii) any notes or other obligations or securities received by the Borrower or any such Restricted Subsidiary from such transferee that are converted by the Borrower 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 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 Section 7.05 clause (except pursuant iii) that is at that time outstanding (but less the amount of any cash or Cash Equivalents received in connection with a subsequent sale or conversion of or collection on such Designated Non-Cash Consideration, up to Sections 7.05(e)the lesser of (a) the amount of the cash and Cash Equivalents so received (less the cost of disposition, (i), (k), (p), (rif any) and (sb) and except for Dispositions from a Loan Party the initial amount of such Designated Non-Cash Consideration) not to any other Loan Party) shall be for no less than exceed $150 million, with the fair market value of such property each item of Designated Non-Cash Consideration being determined in good faith by the Borrower and measured at the time received and without giving effect to subsequent changes in value, shall, in each case, be deemed to be cash for purposes of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person provision and for no 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 foregoingpurpose.

Dispositions. Neither the Borrower nor any of the Restricted Subsidiaries shall, directly or indirectly, make any Disposition, except: (a) (i) Dispositions of obsolete, non-core, worn out or surplus property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of property no longer used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000; (b) Dispositions of inventory or goods (or other assets, including timeshare and residential assets, furniture and equipment) held for sale and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned in the ordinary course of business), in each case, in the ordinary course of business; (c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (d) Dispositions of property to the Borrower or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan Party or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02; (e) to the extent constituting Dispositions, transactions permitted by Sections 7.01, 7.02 (other than Section 7.02(e)), 7.04 (other than Section 7.04(f)) and 7.06; (f) any conversions Dispositions contemplated as of hotel properties into timeshare or residential properties the Closing Date and the sale or other disposition of assets created in such conversionslisted on Schedule 7.05(f); (g) Dispositions of Cash Equivalents; (i) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of intellectual property that do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries so long as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual propertySubsidiaries; (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty Event; (j) Dispositions of property; provided that (i) at the time of such Disposition, no Event of Default under Section 8.01(a) or 8.01(f) with respect to the Borrower shall exist or would result from such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no such Event of Default exists), no Default shall exist or would result from such Disposition ) and (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $150,000,00050,000,000, the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (p), (q), (r)(i), (r)(ii), (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee) (only to the extent the Obligations are secured by such cash and Cash Equivalents)); provided, however, that for the purposes of this clause (j)(ii), the following shall be deemed to be cash: : (A) any liabilities (as shown on the Borrower’s (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or in the footnotes theretothereto or, if incurred or increased subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or increase had taken place on or prior to the date of such balance sheet, as determined by the Borrower) of Holdings the Borrower or such Restricted Subsidiary, other than liabilities (other than intercompany liabilities owing to a Restricted Subsidiary being Disposed of) that are by their terms subordinated to the payment in cash of the Obligations, that are (i) assumed by the transferee of any such assets (or a third party in connection with respect such transfer) pursuant to the applicable Disposition and for a written agreement which releases or indemnifies the Borrower and all of its or such Restricted Subsidiaries shall have been validly released by all applicable creditors Subsidiary from such liabilities or (ii) otherwise cancelled or terminated in writing, connection with the transaction, (B) any securities securities, notes or other obligations or assets received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) or by their terms are required to be satisfied for Cash Equivalents within 180 days following the closing of the applicable Disposition, and and (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed 5.00the greater of $135,000,000 and 25% of Total Assets LTM Consolidated EBITDA at any time (net of any non-cash consideration converted into cash and Cash Equivalents); (k) any the sale, assignment, licensing, sub-licensing or other Disposition of Securitization Assets (intellectual property or of the Equity Interests in a Subsidiary, substantially all of the assets of which are Securitization Assets) other general intangibles pursuant to a Securitization Subsidiaryany Intercompany License Agreement; (l) Dispositions or discounts without recourse of accounts receivable, or participations therein, or Securitization Assets or related assets, or any disposition of the Equity Interests in a Subsidiary, all or substantially all of the assets of which are Securitization Assets, in each case in connection with any Qualified Securitization Facility or the disposition of an account receivable in connection with the collection or compromise or collection thereof in the ordinary course of business; (m) Dispositions of property pursuant to sale-leaseback transactions; provided that the fair market value of all property so Disposed of after the Closing Date shall not exceed $100,000,00075,000,000; (n) any swap of assets in exchange for services or other assets of comparable or greater value or usefulness to the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Borrower; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (other than Unrestricted Subsidiaries the primary assets of which are cash and/or Cash Equivalents) (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and); (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights; (s) Permitted Intercompany Activities; (t) Dispositions of assets acquired pursuant to or in order to effectuate a Permitted Acquisition which assets are not used or useful to the core or principal business of the Borrower and the Restricted Subsidiaries; (u) any surrender or waiver of contract rights or the settlement, release or surrender of contract rights or other litigation claims, in each case, in the Spin-Off Transaction ordinary course of business; (v) the issuance of directors’ qualifying shares and related transactionsshares issued to foreign nationals as required by applicable law; and (tw) any sale of property or assets, if the Timeshare Disposition (individually acquisition of such property or in assets was financed with Excluded Contributions and the aggregateproceeds of such sale are used to make Investments or Restricted Payments pursuant to Sections 7.02(y) or 7.06(p); provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e), (i), (k), (p), (r) and (s) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such property at the time of such DispositionDisposition as determined by the Borrower in good faith. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

Dispositions. Neither the Borrower nor any of the Restricted Subsidiaries shall, directly or indirectly, make any DispositionDisposition or enter into any agreement to make any Disposition (other than as part of or in connection with the Original Transactions), except: (a) (i) Dispositions of obsolete, surplus or worn out or surplus property, whether now owned or hereafter acquired, in 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 its Restricted Subsidiaries and (ii) Dispositions outside the ordinary course of business of property no longer used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,00015,000,000; (b) Dispositions of inventory or inventory, goods (or other assets, including timeshare and residential assets, furniture and equipment) held for sale in the ordinary course of business and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned in the ordinary course of business), in each case, abandoned) in the ordinary course of business; (c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (d) Dispositions of property to the Borrower or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan Party or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02; (e) to the extent constituting Dispositions, transactions the granting of Liens permitted by Sections Section 7.01, 7.02 (other than the making of Investments permitted by Section 7.02(e))7.02, mergers, consolidations and liquidations permitted by Section 7.04 (other than Section 7.04(f)) and Restricted Payments permitted by Section 7.06; (f) any conversions of hotel properties into timeshare or residential properties and the sale or other disposition of assets created in such conversions[RESERVED]; (g) Dispositions of Cash Equivalents; (ih) leases, subleases, licenses or sublicenses (including the provision of software under an open source licenseor the licensing of other intellectual property rights), in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower or any of and its Restricted Subsidiaries and (ii) Dispositions of intellectual property that do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries so long Subsidiaries, taken as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual propertywhole; (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty EventEvents; (j) Dispositions of property; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists), no Default shall exist or would result from such Disposition and Disposition, (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $150,000,0005,000,000, the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (p), (q), (r)(i), (r)(ii), (dd) s), (only to the extent the Obligations are secured by such cash and Cash Equivalentsbb), (ee) and (ee) (only to the extent the Obligations are secured by such cash and Cash Equivalentsff)); provided, however, that for the purposes of this clause (j)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to Subsidiary associated with the payment assets or Subsidiary sold in cash of the Obligations, such Disposition that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed 5.00% of Total Assets $5,000,000 at any time (net of any non-cash consideration converted into cash and Cash Equivalents) and (iii) to the extent the aggregate amount of Net Proceeds received by the Borrower or its Subsidiaries from Dispositions made pursuant to this Section 7.05(j) in the aggregate exceeds $75,000,000 in any fiscal year, with unused amounts in any fiscal year being carried over to the next succeeding fiscal year only after the amount available in such subsequent fiscal year has been fully used), plus any amount available pursuant to this clause (iii) in the next succeeding fiscal year only (which amount will be permanently reduced if used in the current fiscal year) subject to a maximum of $150,000,000 in any fiscal year, all Net Proceeds in excess of such amount in such fiscal year shall be applied to prepay Term Loans in accordance with Section 2.05(b) and may not be reinvested in the business of the Borrower or such Subsidiary; (k) any Disposition of Securitization Assets (or of the Equity Interests in a Subsidiary, substantially all of the assets of which are Securitization Assets) to a Securitization SubsidiaryDispositions listed on Schedule 7.05(k); (l) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business; (m) Dispositions of property pursuant to sale-leaseback transactions; provided that the fair market value of all property so Disposed of after the Closing Date shall not exceed $100,000,00050,000,000; (n) any swap of assets in exchange for services or other assets in the ordinary course of business of comparable or greater value or usefulness to the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Borrower; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and; (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (rp) the lapse or abandonment in the ordinary course of business unwinding of any registrations or applications for registration of any immaterial IP Rights; (s) Permitted Intercompany Activities, the Spin-Off Transaction and related transactionsSwap Contracts pursuant to its terms; and (tq) the Timeshare Disposition (individually or in the aggregate)Permitted Asset Swaps; provided that any Disposition of any property pursuant to this Section 7.05 7.05(j) or (except pursuant to Sections 7.05(e), (i), (k), (p), (r) and (s) and except for Dispositions from a Loan Party to any other Loan Partym) shall be for no less than the fair market value of such property at the time of such DispositionDisposition as determined by the Borrower in good faith. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

Dispositions. Neither the Borrower nor Make any of the Restricted Subsidiaries shall, directly Disposition or indirectly, enter into any agreement to make any Disposition, except: (a) (i) Dispositions of obsolete, obsolete or worn out or surplus property, whether now owned or hereafter acquired, in the ordinary course of business; (b) ordinary-course-of-business and Dispositions of property no longer used (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or useful collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of property no longer used do not materially detract from the value or useful in the conduct use of the business of the Borrower and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000; (b) Dispositions of inventory or goods (or other assets, including timeshare and residential assets, furniture and equipment) held for sale and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned in the ordinary course of business), in each case, in the ordinary course of businesswhich they affect; (c) Dispositions of property equipment to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Borrower or any Restricted to a wholly-owned Subsidiary; provided that if the transferor of such property is a Loan PartySubsidiary Guarantor, (i) the transferee thereof must either be the Borrower or a Loan Party or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02Subsidiary Guarantor; (e) to the extent constituting Dispositions, transactions Dispositions permitted by Sections 7.01, 7.02 (other than Section 7.02(e)), 7.04 (other than Section 7.04(f)) and 7.067.04; (f) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions: (i) that no Default exists at the time of such Disposition or would result from such Disposition; (ii) that the aggregate book value of all property Disposed of in reliance on this clause (f) in any conversions fiscal year shall not exceed $20,000,000; and (iii) that at least 75% of hotel properties into timeshare the purchase price for such asset shall be paid to the Borrower or residential properties and the sale or other disposition of assets created such Subsidiary in such conversionscash; (g) Dispositions of Cash Equivalents; property (i) leases, subleases, licenses resulting from the condemnation thereof or sublicenses (including the provision ii) that has suffered a casualty (constituting a total loss or constructive total loss of software under an open source licensesuch property), in each case in the ordinary course of business and which do not materially interfere with the business upon or after receipt of the Borrower condemnation proceeds or any insurance proceeds of its Restricted Subsidiaries and such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and (iih) Dispositions of intellectual property that do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries so long as no Default has occurred and is continuing, the Borrower or grant of any of its Restricted Subsidiaries receives a license option or other ownership rights right to use such intellectual property; (i) transfers purchase any asset in a transaction that would be permitted under the provisions of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty Event; (j) Dispositions of property; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default existsSection 7.05(f), no Default shall exist or would result from such Disposition and (ii) with respect to provided, however, that any Disposition pursuant to this clause Section 7.05(a), (j) for a purchase price in excess of $150,000,000b), the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(ac), (f), (k), (p), (q), (r)(i), (r)(ii), (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee) (only to the extent the Obligations are secured by such cash and Cash Equivalents); provided, however, that for the purposes of this clause (j)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed 5.00% of Total Assets at any time (net of any non-cash consideration converted into cash and Cash Equivalents); (k) any Disposition of Securitization Assets (or of the Equity Interests in a Subsidiary, substantially all of the assets of which are Securitization Assets) to a Securitization Subsidiary; (l) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business; (m) Dispositions of property pursuant to sale-leaseback transactions; provided that the fair market value of all property so Disposed of after the Closing Date shall not exceed $100,000,000; (n) any swap of assets in exchange for services or other assets of comparable or greater value or usefulness to the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Borrower; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and; (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights; (s) Permitted Intercompany Activities, the Spin-Off Transaction and related transactions; and (t) the Timeshare Disposition (individually or in the aggregate); provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e), (i), (k), (p), (r) and (s) and except for Dispositions from a Loan Party to any other Loan Partyg) shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoingvalue.

Dispositions. Neither the Borrower nor any of the Restricted Subsidiaries shall, directly or indirectly, make Make any Disposition, except: (a) (i) Dispositions of obsolete, damaged, worn out out, used, immaterial or surplus property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of property no longer used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable or economically practicable or commercially desirable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000maintain; (b) Dispositions of inventory or inventory, equipment, goods (or and any other assets, including timeshare and residential assets, furniture and equipment) assets held for sale and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned in the ordinary course of business), in each case, in the ordinary course of business; (ci) any exchange or swap of assets, or lease, assignment or sublease of any real property or personal property for like property for use in a business not in contravention with Section 6.19 and (ii) Dispositions of property to the extent that (ix) such property is exchanged for credit against the purchase price of similar replacement property or (iiy) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (d) Dispositions of property to among Holdings, the Borrower or any and its Restricted SubsidiarySubsidiaries; provided that if the transferor of such property is a Loan Party, Party (i) the transferee thereof must be a Loan Party or Party, (ii) if the Investment arising from such Disposition must be a permitted Investment in accordance with Section 7.02 (other than Section 7.02(e)) or (iii) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with the consummation of the transaction constitutes an Investmentand the aggregate fair market value (as determined in good faith by the Borrower) of the property sold, such transaction is permitted under Section 7.02leased, licensed, transferred or otherwise disposed of by Loan Parties to Non-Loan Parties in reliance of this clause (d)(iii) in any fiscal year shall not exceed the greater of (x) $20,000,000 and (y) 1.0% of Consolidated Tangible Assets (calculated on a Pro Forma Basis); (e) to the extent constituting Dispositions, transactions Dispositions permitted by Sections 7.01, Section 7.02 (other than Section 7.02(e)), Section 7.04 (other than Section 7.04(f7.04(c) or (h)), Section 7.06 (other Section 7.06(d)) and 7.06Section 7.12 and Liens permitted by Section 7.01 (other than Section 7.01(m)(ii)); (f) Dispositions with respect to property built or acquired by the Borrower or any conversions of hotel properties into timeshare or residential properties and Restricted Subsidiary after the sale or other disposition of assets created in such conversionsClosing Date, including pursuant to sale-leaseback transactions; (g) Dispositions of (i) Cash Equivalents, (ii) other current assets that were Cash Equivalents when the original Investment in such assets was made and which thereafter fail to satisfy the definition of Cash Equivalents and (iii) investment securities in the ordinary course of management of the investment portfolio of the applicable Person; (ih) leases, subleases, licenses or sublicenses (including licenses or sublicenses of intellectual property or software, including the provision of software under an open source license), in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower or any of and its Restricted Subsidiaries and (ii) Dispositions of intellectual property that do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries so long Subsidiaries, taken as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual propertywhole; (i) transfers Dispositions of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty EventEvents; (j) Dispositions of propertyproperty not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Event of Default exists), no Specified Default shall exist or would result from such Disposition and (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of the greater of $150,000,00050,000,000 and 2.5% of Consolidated Tangible Assets, the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time receivedLiens, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (p), (q), (r)(i), (r)(ii), (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee) (only to the extent the Obligations are secured by such cash and Cash Equivalents7.01); provided, however, that for the purposes of this clause (j)(iiii), the following shall be deemed to be cash: (A) any liabilities (as shown (or would have been shown) on the Borrower’s (or the such Restricted Subsidiaries’, as applicable) Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings the Borrower or such Restricted Subsidiary, other than liabilities Subsidiary that are by their terms subordinated to the payment in cash of the Obligations, that (1) are assumed by the transferee with respect to the applicable Disposition and Disposition, (2) for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writingwriting or pursuant to applicable Law or (3) are otherwise cancelled or terminated in connection with the transaction with such transferee (other than intercompany debt owed to the Borrower or its Restricted Subsidiaries), (B) any securities securities, notes or other obligations or assets received by the Borrower or the applicable such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 one hundred and eighty (180) days following the closing of the applicable Disposition, Disposition and (C) aggregate nonany Designated Non-cash consideration Cash Consideration received by the Borrower or the applicable Restricted Subsidiary in respect of such Disposition having an aggregate fair market value as determined by the Borrower in good faith, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (determined as C) that is at that time outstanding, not in excess of the closing greater of the applicable Disposition for which such non-cash consideration is received(1) not to exceed 5.00$55,000,000 or (2) 2.75% of Total Consolidated Tangible Assets (calculated on a Pro Forma Basis), with the fair market value of each item of Designated Non-Cash Consideration being measured at any the time (net of any non-cash consideration converted into cash received and Cash Equivalents)without giving effect to subsequent changes in value, shall be deemed to be cash; (k) any Disposition of Securitization Assets (or of the Equity Interests in a Subsidiary, substantially all of the assets of which are Securitization Assets) to a Securitization Subsidiary; (l) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business; (m) Dispositions of property pursuant to sale-leaseback transactions; provided that the fair market value of all property so Disposed of after the Closing Date shall not exceed $100,000,000; (n) any swap of assets in exchange for services or other assets of comparable or greater value or usefulness to the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Borrower; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and; (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures Joint Ventures or any Subsidiary that is not Wholly Owned to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture or similar parties set forth in joint venture arrangements and and/or similar binding arrangements; (rl) Dispositions of accounts receivable in connection with the collection, compromise or settlement thereof or in bankruptcy or similar proceedings; (m) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; (n) to the extent allowable under Section 1031 of the Code (or comparable provision of Law of any foreign jurisdiction and, in each case, any successor provision), any exchange of like property for use in any business conducted by the Borrower or any of its Restricted Subsidiaries that is not in contravention of Section 6.19; (o) the unwinding of any Cash Management Obligations or Swap Contract; (p) sales or other dispositions by the Borrower or any Restricted Subsidiary of assets in connection with the closing or sale of an office, facility or other location in the ordinary course of business of the Borrower and its Restricted Subsidiaries, which consist of leasehold interests in the premises of such office, facility or other location, the equipment and fixtures located at such premises and the books and records relating exclusively and directly to the operations of such office, facility or other location; provided that as to each and all such sales and closings, (A) no Event of Default shall result therefrom and (B) such sale shall be on commercially reasonable prices and term in a bona fide arm’s length transaction; (q) the lapse or abandonment (including failure to maintain) in the ordinary course of business of any registrations or applications for registration of any (i) intellectual property rights that are not necessary or desirable in the conduct of the business of the Borrower or any Restricted Subsidiaries, or (ii) immaterial IP Rightsintellectual property rights that in the good faith determination of the Borrower are no longer economically practicable or commercially desirable to maintain or use in the business of the Borrower and its Restricted Subsidiaries (taken as a whole); (r) any Disposition (i) arising from foreclosure, casualty, condemnation or any similar action or transfers by reason of eminent domain with respect to any property or other asset of the Borrower or any of its Restricted Subsidiaries or (ii) by reason of the exercise of termination rights under any lease, sublease, license, sublicense, concession or other agreement; (s) Permitted Intercompany Activitiesany surrender or waiver of contractual rights or the settlement, the Spin-Off Transaction and related transactions; andrelease, recovery on or surrender of contractual rights or other claims of any kind; (t) the Timeshare discount of accounts receivable or notes receivable in the ordinary course of business or the conversion of accounts receivable to notes receivable or Investments permitted under this Agreement, in each case in connection with the collection or compromise thereof; (u) any Disposition of assets of the Borrower or any Restricted Subsidiary or sale or issuance of Equity Interests of any Restricted Subsidiary, which assets or Equity Interests so Disposed of have an aggregate fair market value (individually as determined in good faith by the Borrower) not in excess of the greater of (i) $100,000,000 and (ii) 5.0% of Consolidated Tangible Assets (calculated on a Pro Forma Basis), in the aggregate for any fiscal year; (v) any grant in the ordinary course of business of any license of patents, trademarks, software, know-how, copyrights, or any other intellectual property rights, including, but not limited to, grants of franchises or licenses, franchise or license master agreements and/or area development agreements; (w) Dispositions to effect other Dispositions contemplated on the Closing Date and, to the extent the assets subject of such Disposition have a book value on the Closing Date in excess of $5,000,000, set forth on Schedule 7.05(w); (x) Dispositions required to be made to comply with the order of any Governmental Authority or applicable Laws; (y) Dispositions (in whole or in part) of the aggregateIT Services Business or the businesses, property or assets thereof; (z) Dispositions of real property and related assets in the ordinary course of business in connection with relocation activities for directors, officers, members of management, employees or consultants; (aa) to the extent constituting a Disposition, any Specified Non-Recourse Obligation; (bb) de minimis amounts of equipment provided to employees; (cc) the Borrower and any Restricted Subsidiary may (i) convert any intercompany Indebtedness to Equity Interests; (ii) settle, discount, write off, forgive or cancel any intercompany Indebtedness or other obligation owing by the Borrower or any Restricted Subsidiary and (iii) settle, discount, write off, forgive or cancel any Indebtedness owing by any present or former consultants, directors, officers or employees of Holdings, the Borrower or any Subsidiary or any of their successors or assigns; (dd) Dispositions in the nature of asset swaps conducted on an arms-length basis with bona fide third parties unaffiliated with the Borrower or any Affiliate of the Borrower; (ee) if such Person is an Excluded Subsidiary, any sale, lease, license, transfer or other disposition of assets by such Person to any other Excluded Subsidiary; (ff) any Disposition of Transferred Assets by such Person in connection with the Securitization Facility, the Factoring Facility and/or any other Permitted Receivables Financing; (gg) any sale or granting of any interest in conduits, fibers, dark fiber or an indefeasible right to use dark fiber or fiber capacity; (hh) any Disposition of the Equity Interests of any Unrestricted Subsidiary (other than any Unrestricted Subsidiary whose only assets are Cash and Cash Equivalents); and (ii) Dispositions made in connection with any Permitted IPO Reorganization; provided that any Disposition of any property pursuant to this Section 7.05 (except a Person pursuant to Sections 7.05(e7.05(c), (id)(iii), (kf), (p), (rj) and (sdd) and except for Dispositions from other than to the Borrower or a Loan Party to any other Loan Party) Subsidiary Guarantor, shall be for no less than the fair market value of such property at the time of such DispositionDisposition as determined by the Borrower in good faith. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing. For purposes of determining compliance with this Section 7.05, in the event that any Disposition (or any portion thereof) at any time, whether at the time of occurrence or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of Dispositions described above in Sections 7.05(a) through (ii), the Borrower, in its sole discretion, may classify or subsequently reclassify (or later divide, classify or reclassify) such Disposition (or any portion thereof) in any one or more of the types of Dispositions described in Sections 7.05(a) through (ii) in any manner that complies with this covenant.

Dispositions. Neither the Borrower nor any of the Restricted Subsidiaries shall, directly or indirectly, make any Disposition, except: (a) (i) Dispositions of obsolete, non-core, worn out or surplus property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of property no longer used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j‎(j) below) in an aggregate amount not to exceed $25,000,000; (b) Dispositions of inventory or goods (or other assets, including timeshare and residential assets, furniture and equipment) held for sale and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned in the ordinary course of business), in each case, in the ordinary course of business; (c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (d) Dispositions of property to the Borrower or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan Party or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section ‎Section 7.02; (e) to the extent constituting Dispositions, transactions permitted by Sections 7.01‎7.01, 7.02 ‎7.02 (other than Section ‎Section 7.02(e)), 7.04 ‎7.04 (other than Section ‎Section 7.04(f)) and 7.06‎7.06; (f) any conversions Dispositions contemplated as of hotel properties into timeshare or residential properties the Closing Date and the sale or other disposition of assets created in such conversionslisted on Schedule 7.05(f); (g) Dispositions of Cash Equivalents; (i) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of intellectual property that do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries so long as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual propertySubsidiaries; (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty Event; (j) Dispositions of property; provided that (i) at the time of such Disposition, no Event of Default under Section 8.01(a) or 8.01(f) with respect to the Borrower shall exist or would result from such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no such Event of Default exists), no Default shall exist or would result from such Disposition ) and (ii) with respect to any Disposition pursuant to this clause (j‎(j) for a purchase price in excess of $150,000,00050,000,000, the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section ‎Section 7.01 and Liens permitted by Sections 7.01(a‎7.01(a), (f‎(f), (k‎(k), (p‎(p), (q‎(q), (r)(i‎(r)‎(i), (r)(ii‎(r)‎(ii), (dd‎(dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee‎(ee) (only to the extent the Obligations are secured by such cash and Cash Equivalents)); provided, however, that for the purposes of this clause (j)(ii‎(j)‎(ii), the following shall be deemed to be cash: : (A) any liabilities (as shown on the Borrower’s (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or in the footnotes theretothereto or, if incurred or increased subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or increase had taken place on or prior to the date of such balance sheet, as determined by the Borrower) of Holdings the Borrower or such Restricted Subsidiary, other than liabilities (other than intercompany liabilities owing to a Restricted Subsidiary being Disposed of) that are by their terms subordinated to the payment in cash of the Obligations, that are (i) assumed by the transferee of any such assets (or a third party in connection with respect such transfer) pursuant to the applicable Disposition and for a written agreement which releases or indemnifies the Borrower and all of its or such Restricted Subsidiaries shall have been validly released by all applicable creditors Subsidiary from such liabilities or (ii) otherwise cancelled or terminated in writing, connection with the transaction, (B) any securities securities, notes or other obligations or assets received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) or by their terms are required to be satisfied for Cash Equivalents within 180 days following the closing of the applicable Disposition, and and (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed 5.00the greater of $135,000,000 and 25% of Total Assets LTM Consolidated EBITDA at any time (net of any non-cash consideration converted into cash and Cash Equivalents); (k) any the sale, assignment, licensing, sub-licensing or other Disposition of Securitization Assets (intellectual property or of the Equity Interests in a Subsidiary, substantially all of the assets of which are Securitization Assets) other general intangibles pursuant to a Securitization Subsidiaryany Intercompany License Agreement; (l) Dispositions or discounts without recourse of accounts receivable, or participations therein, or Securitization Assets or related assets, or any disposition of the Equity Interests in a Subsidiary, all or substantially all of the assets of which are Securitization Assets, in each case in connection with any Qualified Securitization Facility or the disposition of an account receivable in connection with the collection or compromise or collection thereof in the ordinary course of business; (m) Dispositions of property pursuant to sale-leaseback transactions; provided that the fair market value of all property so Disposed of after the Closing Date shall not exceed $100,000,00075,000,000; (n) any swap of assets in exchange for services or other assets of comparable or greater value or usefulness to the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Borrower; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (other than Unrestricted Subsidiaries the primary assets of which are cash and/or Cash Equivalents) (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and); (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights; (s) Permitted Intercompany Activities; (t) Dispositions of assets acquired pursuant to or in order to effectuate a Permitted Acquisition which assets are not used or useful to the core or principal business of the Borrower and the Restricted Subsidiaries; (u) any surrender or waiver of contract rights or the settlement, release or surrender of contract rights or other litigation claims, in each case, in the Spin-Off Transaction ordinary course of business; (v) the issuance of directors’ qualifying shares and related transactionsshares issued to foreign nationals as required by applicable law; and (tw) any sale of property or assets, if the Timeshare Disposition (individually acquisition of such property or in assets was financed with Excluded Contributions and the aggregateproceeds of such sale are used to make Investments or Restricted Payments pursuant to Sections 7.02(y) or 7.06(p); provided that any Disposition of any property pursuant to this Section ‎Section 7.05 (except pursuant to Sections 7.05(e‎7.05(e), (i‎(i), (k), (p‎(p), (r‎(r) and (s‎(s) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such property at the time of such DispositionDisposition as determined by the Borrower in good faith. To the extent any Collateral is Disposed of as expressly permitted by this Section ‎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. Neither the Borrower nor any of the Restricted Subsidiaries shall, directly or indirectly, make Make any Disposition, except: (a) (i) Dispositions of obsolete, worn out out, used or surplus property, whether now owned or hereafter acquired, in the ordinary course of business acquired and Dispositions of property no longer used or useful in the conduct of the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of property no longer used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000Subsidiaries; (b) Dispositions of inventory or inventory, goods (or other assets, including timeshare and residential assets, furniture and equipment) held for sale in the ordinary course of business and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to other than the lapse or go abandoned abandonment of IP Rights, which is governed by clause (r) of this Section 7.05) and termination of leases and licenses in the ordinary course of business), in each case, in the ordinary course including but not limited to a voluntary or mandatory recall of businessany product; (c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such similar replacement property; (d) Dispositions of property to the Borrower or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan Party or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.027.02 (other than 7.02(e) or (h)); (e) to the extent constituting Dispositions, transactions permitted by Sections 7.01(i) Section 7.01 (other than (7.01(i), (l)(ii) or (q)), (ii) Section 7.02 (other than Section 7.02(e) or (m)), (iii) Section 7.04 (other than Section 7.04(f)) and 7.06(iv) Section 7.06 (other than 7.06(d)); (f) any conversions of hotel properties into timeshare or residential properties and the sale or other disposition of assets created in such conversions[reserved]; (g) Dispositions of cash and Cash Equivalents; (h) (i) leases, subleases, non-exclusive licenses or sublicenses (including the provision of software under an open source license)license or the licensing of other IP Rights) and terminations thereof, in each case in the ordinary course of business and which do not not, in the reasonable business judgment of the Borrower, materially interfere with the business of the Borrower or any of and its Restricted Subsidiaries (taken as a whole) and (ii) Dispositions of intellectual property that IP Rights, and inbound and outbound licenses to IP Rights, in each case in the ordinary course of business and that, in the reasonable business judgment of the Borrower, do not materially interfere in any material respect with the business of the Borrower or any of and its Restricted Subsidiaries so long (taken as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual propertywhole); (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty Event; (j) Dispositions of propertyproperty (including sale-leaseback transactions); provided that (i) at the time of such Disposition or, if earlier, as of the date of a definitive agreement with respect to such Disposition, no Event of Default under Section 8.01(a) or 8.01(f) with respect to the Borrower shall have occurred and been continuing or would result from such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no such Event of Default exists), no Default shall exist or would result from such Disposition and (ii) with respect to any Disposition pursuant to this clause (jSection 7.05(j) for a purchase price in an aggregate amount in excess of the greater of $150,000,00050,000,000 and 5.0% of Consolidated EBITDA individually (and the greater of $100,000,000 and 10.0% of Consolidated EBITDA in the aggregate for any fiscal year when taken with any Dispositions that were excluded in such fiscal year) for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) individually, the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (p), (q), (r)(i), (r)(ii), (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee) (only to the extent the Obligations are secured by such cash and Cash EquivalentsPermitted Liens); provided, however, that for the purposes of this clause (j)(iiii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, Disposition and (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate a fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed 5.00the greater of $200,000,000 and 20.0% of Total Assets Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) at any time time; and (net of any non-cash consideration converted into cash and Cash Equivalents)iii) such Disposition is for fair market value as reasonably determined by the Borrower in good faith; (k) any Disposition Dispositions of Securitization Assets (non-core assets in connection with Permitted Acquisitions or other Investments, which assets have a fair market value of no greater than 25% of the Equity Interests in a Subsidiary, substantially all Consolidated EBITDA of the assets of which are Securitization Assets) to a Securitization Subsidiaryacquired Restricted Subsidiary for the previous four fiscal quarters; (li) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of businessbusiness and (ii) receivables and related assets, or any disposition of the Equity Interests in a Subsidiary, all or substantially all of the assets of which are receivables and related assets, pursuant to any Qualified Securitization Facility; (m) Dispositions of property pursuant to sale-leaseback transactions; provided that to the fair market value of extent the aggregate Net Proceeds from all property so Disposed of after such Dispositions since the Closing Date exceeds the greater of $50,000,000 and 5.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09), such excess shall not exceed $100,000,000be reinvested in accordance with the definition of “Net Proceeds” or otherwise applied to prepay Loans in accordance with Section 2.05(b)(ii); (n) any swap of assets in exchange for services or other assets in the ordinary course of business of comparable or greater value or usefulness to the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Borrower; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and[reserved]; (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (q) the unwinding or settling of any Swap Contract; (r) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights;Rights (i) in the ordinary course of business and that, in the reasonable business judgment of the Borrower, do not interfere in any material respect with the business of the Borrower and its Restricted Subsidiaries (taken as a whole) or (ii) expiration of patents or copyrights in accordance with applicable statutory terms for which extension or renewal is not possible; and (s) Permitted Intercompany Activities, other Dispositions in an aggregate amount of not more than the Spin-Off Transaction greater of $75,000,000 and related transactions; and 7.5% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (t) the Timeshare Disposition (individually or determined on a Pro Forma Basis in the aggregateaccordance with Section 1.09); provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(eXxxxxxxx 0.00(x), (ix), (kx), (px)(xx), (rx), (x), (x), (x) and (sr) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such property at the time of such DispositionDisposition as determined by the Borrower in good faith. To the extent any Collateral is Disposed of sold or transferred 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 or evidence the foregoing.

Dispositions. Neither the Borrower nor Make any of the Restricted Subsidiaries shall, directly Disposition or indirectly, 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) (i) Dispositions of obsolete, obsolete or worn out or surplus propertyequipment, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of property no longer used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000business; (b) Dispositions by any Subsidiary of inventory the Operating Partnership (other than the Borrower) to the Operating Partnership or goods another Subsidiary of the Operating Partnership; provided that (i) if the transferor is a Subsidiary Guarantor, then the transferee must be the Borrower, the Operating Partnership or other assetsa Subsidiary Guarantor and (ii) if the property subject to such Disposition includes any Collateral, including timeshare and residential assetsthen, furniture and equipment) held for sale and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual after giving effect to such Disposition, such property shall continue to lapse or go abandoned in the ordinary course of business), in each case, in the ordinary course of businessconstitute Collateral; (c) Dispositions of property to the extent that (ipermitted by Section 7.04(a) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement propertyb); (d) Dispositions of property to the Borrower or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan Party or (iiDisposition of an Investment Property constituting an Eligible Investment Property, but only to the extent that such Investment Property is removed from the calculation of the Borrowing Base Amount in accordance with Section 2.17(c) if concurrently with such transaction constitutes an Investment, such transaction is permitted under Section 7.02Disposition; (e) to the extent constituting Dispositions, transactions permitted by Sections 7.01, 7.02 Dispositions of assets (other than Section 7.02(e)), 7.04 (other than Section 7.04(f)Equity Interests of any Subsidiary of the Parent) and 7.06not constituting an Eligible Investment Property; (f) any conversions of hotel properties into timeshare or residential properties and the sale or other disposition Disposition of assets created in such conversions;all, but not less than all, of the issued and outstanding Equity Interests of any Subsidiary of the Operating Partnership (other than the Borrower) that does not own (i) any Eligible Investment Property or (ii) Equity Interests, directly or indirectly, of any Borrowing Base Loan Party that owns any Eligible Investment Property; and (g) Dispositions the issuance, sale or other Disposition of Cash Equivalents; (i) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and which do not materially interfere with the business limited partnership interests of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of intellectual property that do not materially interfere with Operating Partnership as consideration for the business purchase by a Subsidiary of the Borrower or any Parent of its Restricted Subsidiaries so long as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual property; (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty Event; (j) Dispositions of property; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists)an Investment Property, no Default shall exist or would result from such Disposition and (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $150,000,000, the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (p), (q), (r)(i), (r)(ii), (dd) (only but solely to the extent the Obligations are secured by that such cash and Cash Equivalents) and (ee) (only to the extent the Obligations are secured by such cash and Cash Equivalents); providedissuance, however, that for the purposes of this clause (j)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s (sale or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) does not to exceed 5.00% of Total Assets at any time (net of any non-cash consideration converted into cash and Cash Equivalents); (k) any Disposition of Securitization Assets (or of the Equity Interests result in a Subsidiary, substantially all Change of the assets of which are Securitization Assets) to a Securitization Subsidiary; (l) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business; (m) Dispositions of property pursuant to sale-leaseback transactions; provided that the fair market value of all property so Disposed of after the Closing Date shall not exceed $100,000,000; (n) any swap of assets in exchange for services or other assets of comparable or greater value or usefulness to the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Borrower; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and; (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights; (s) Permitted Intercompany Activities, the Spin-Off Transaction and related transactions; and (t) the Timeshare Disposition (individually or in the aggregate); provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e), (i), (k), (p), (r) and (s) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoingControl.

Dispositions. Neither The Borrower shall not, nor shall the Borrower nor permit any of the Restricted Subsidiaries shallSubsidiary to, directly or indirectly, make any Disposition, except: (a) (ix) Dispositions of obsolete, obsolete or worn out or surplus property, whether now owned or hereafter acquired, in the ordinary course of business, (y) Dispositions in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of any member of the Borrower or any of its Restricted Subsidiaries Group and (iiz) Dispositions to landlords of improvements made to leased real property no longer used or useful pursuant to customary terms of leases entered into in the conduct of the business of the Borrower and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000business; (b) Dispositions of inventory or and goods (or other assets, including timeshare and residential assets, furniture and equipment) held for sale in the ordinary course of business and immaterial assets (considered in the aggregate) (including allowing any registrations or any applications for registration of any immaterial intellectual property IP Rights to lapse or go abandoned in the ordinary course of business), in each case, ) in the ordinary course of business; (c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (d) Dispositions of property to the Borrower or any Restricted Subsidiary; provided that that, if the transferor of such property is a Loan Party, Party (i) the transferee thereof must be a Loan Party or a Qualified Restricted Subsidiary or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.027.02 (other than Section 7.02(e)); (e) to the extent constituting Dispositions, transactions permitted by Sections 7.01, 7.02 (i) the creation or assumption of Liens in accordance with Section 7.01 (other than Section 7.02(e7.01(l)(ii)), (ii) the disposition of assets resulting from the consummation of a merger, dissolution, liquidation or consolidation in accordance with Section 7.04 (other than Section 7.04(f7.04(g)) and 7.06(iii) the making of any Restricted Payment in accordance with Section 7.06 (other than Section 7.06(e)); (f) to the extent constituting Dispositions, foreclosure, condemnation, expropriation or any conversions of hotel properties into timeshare or residential properties and the sale similar action with respect to any property or other disposition of assets created in such conversionsor casualty or insured damage to assets; (g) Dispositions of Cash Equivalents; (ih) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of intellectual property that do not materially interfere with the business member of the Borrower or any of its Restricted Subsidiaries so long as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual propertyGroup; (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty Event[reserved]; (j) Dispositions of propertyproperty not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Event of Default exists), no Event of Default shall exist or would result from such Disposition, (ii) any prepayment required to be made in connection with the receipt of Net Proceeds in respect of such Disposition pursuant to Section 2.13 shall be made in accordance therewith and (iiiii) with respect to any Disposition or series of related Dispositions pursuant to this clause (jSection 7.05(j) for a purchase price in excess of $150,000,0007,500,000, the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f7.01(f), (k7.01(k), (p7.01(p), (q7.01(q), 7.01(cc) and 7.01(dd) and clauses (r)(i), (r)(ii), (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalentsi) and (eeii) (only to the extent the Obligations are secured by such cash and Cash Equivalentsof Section 7.01(r)); provided, however, that for the purposes of this clause (j)(iiiii), the following shall be deemed to be cash: (A) any the (x) assumption or (y) cancellation, extinguishment or termination of Indebtedness or other liabilities (as shown reflected on the Borrower’s (or the such Restricted Subsidiaries’, as applicable) Subsidiary’s most recent consolidated balance sheet provided hereunder or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Borrower’s consolidated balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet, as determined in good faith by the Borrower) contingent or otherwise, in each case of Holdings the Borrower or such a Restricted Subsidiary, Subsidiary (other than liabilities that are by their terms subordinated to the payment in cash Subordinated Indebtedness of the ObligationsBorrower or a Subsidiary Guarantor) and, that are assumed by in the transferee with respect to case of clause (A)(x) only, the applicable Disposition and for which release of the Borrower and all of its the Restricted Subsidiaries shall have been validly released by from all applicable creditors liability on such Indebtedness or other liability in writingconnection with such Asset Disposition, (B) any securities securities, notes or other obligations received by the Borrower or the applicable any Restricted Subsidiary from such the transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable such Disposition, and (C) aggregate nonIndebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Restricted Subsidiary are released from any Guarantee of payment of such Indebtedness in connection with such Disposition, (D) consideration consisting of Indebtedness of the Borrower or a Subsidiary Guarantor (other than Subordinated Indebtedness) received after the Closing Date from Persons who are not the Borrower or any Restricted Subsidiary and (E) any Designated Non-cash consideration Cash Consideration received by the Borrower or the applicable any Restricted Subsidiary in such Dispositions having an aggregate fair market value (determined as with the fair market value of each item of Designated Non-Cash Consideration being measured at the closing of the applicable Disposition for which such nontime received and without giving effect to subsequent changes in value), taken together with all other Designated Non-cash consideration Cash Consideration received pursuant to this clause (E) that is received) at that time outstanding, not to exceed 5.00the greater of (1) $75.0 million and (2) 25.0% of Total Assets at any time Consolidated EBITDA for the most recently ended Test Period (net of any non-cash consideration converted into cash and Cash Equivalentscalculated on a Pro Forma Basis); (k) any Disposition of Securitization Assets (or of the Equity Interests in a Subsidiary, substantially all of the assets of which are Securitization Assets) to a Securitization SubsidiaryDispositions listed on Schedule 7.05(k); (l) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business; (m) Dispositions of property pursuant to sale-leaseback transactions; provided that (i) the fair market value of all property so Disposed of after the Closing Date shall not exceed the greater of (x) $100,000,000150,000,000 and (y) 50.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis), (ii) the Borrower or its Restricted Subsidiaries, as applicable, shall receive not less than 75% of the consideration thereof in the form of cash or Cash Equivalents and (iii) if such sale-leaseback transaction results in a Capitalized Lease, such Capitalized Lease is permitted by Section 7.03 and any Lien made the subject of such Capitalized Lease is permitted by Section 7.01; (n) any swap of assets in exchange for services or other assets in the ordinary course of business of comparable or greater value or usefulness to the business of the Borrower and its the Subsidiaries as a whole, as determined in good faith by the management of the Borrower; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and; (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to to, customary buy/sell arrangements between, between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (q) the unwinding of any Swap Contract; (r) the lapse or abandonment sale of Equity Interests in a Qualified Restricted Subsidiary to a Strategic Investor in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rightsbusiness; (s) any Dispositions in a single transaction or series of related transactions with an aggregate fair market value of less than the greater of (i) $37,500,000 and (ii) 12.50% of Consolidated EBITDA (calculated on a Pro Forma Basis) for the most recently ended Test Period at the time of such Disposition; (t) any disposition of non-core assets acquired in connection with any Permitted Intercompany Activities, the Spin-Off Transaction and related transactionsAcquisition or Investment permitted under this Agreement; and (tu) any sales, transfers, leases and other dispositions made in order to effect the Timeshare Disposition (individually Transactions or in the aggregate); any Permitted Reorganization. provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(a), 7.05(d), 7.05(f), 7.05(e), (i7.05(p), (k7.05(q), (p7.05(s), (r7.05(t) and (s7.05(u) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and and, if requested by the Borrower, upon the certification delivered to the Administrative Agent by the Borrower that such Disposition is permitted by this Agreement, the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

Dispositions. Neither the Borrower Company nor any of the Restricted Subsidiaries shall, directly or indirectly, make any Disposition, except: (a) (i) Dispositions of obsolete, non-core, surplus, damaged, unnecessary, unsuitable or worn out equipment, inventory or surplus propertyother property or any disposition of inventory, whether now owned goods or hereafter acquired, in the ordinary course of business other assets (including timeshare and Dispositions of property residential assets) held for sale or no longer used or useful useful, or economically practical to maintain in the conduct of the business of the Borrower Company or any of its Restricted Subsidiaries and (ii) Dispositions write-off or write-down of property no longer used any unrecoupable loans or useful advances made to timeshare owners in the conduct of the business of the Borrower and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying or consistent with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000past practice; (b) Dispositions of vacation ownership intervals or other inventory (whether developed, “just-in-time” or fee-for service) or goods (or other assets, including timeshare and residential assets, furniture and equipment) held for sale and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned in the ordinary course of business), in each case, in the ordinary course of businessbusiness or consistent with past practice or industry practice; (c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (d) Dispositions of property to the Borrower Company or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan Party or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02; (e) to the extent constituting Dispositions, transactions permitted by Sections 7.01, 7.02 (other than Section 7.02(e)), 7.04 (other than Section 7.04(f)) and 7.06; (f) any conversions Dispositions of hotel properties into timeshare or residential properties and the sale land or other disposition real property, whether vacant, unused or improved, in each case in the ordinary course of assets created business or consistent with past practice or industry practice or otherwise in such conversionsconnection with a vacation ownership interval transaction; (g) Dispositions of Cash Equivalents; (i) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower Company or any of its Restricted Subsidiaries and (ii) Dispositions of intellectual property that do not materially interfere with the business of the Borrower Company or any of its Restricted Subsidiaries so long as the Borrower Company or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual property; (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty Event; (j) Dispositions of property; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists), no Default shall exist or would result from such Disposition and (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of the greater of (x) $150,000,00075,000,000 and (y) 1.5% of Total Assets, the Borrower Company or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (p), (q), (r)(i), (r)(ii), (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee) (only to the extent the Obligations are secured by such cash and Cash Equivalents); provided, however, that for the purposes of this clause (j)(ii), the following shall be deemed to be cash: (A) the greater of the principal amount and the carrying value of any liabilities (as shown reflected on the BorrowerCompany’s (or the Restricted Subsidiaries’, as applicable) most recent consolidated balance sheet provided hereunder or in the footnotes thereto) of Holdings or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the ObligationsObligations (other than intercompany liabilities owing to a Restricted Subsidiary being disposed of), that are assumed by the transferee (or a third party in connection with such transfer) with respect to the applicable Disposition and for which the Borrower Company and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writingwriting (or otherwise cancelled or terminated in connection with the transaction), (B) any securities received by the Borrower Company or the applicable Restricted Subsidiary from such transferee that are converted or reasonably expected by the Borrower Company acting in good faith to be converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received or expected to be received) within 180 days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by the Borrower Company or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed 5.00the greater of (a) $280,000,000 and (b) 5.0% of Total Assets at any time (net of any non-cash consideration converted into cash and Cash Equivalents); (k) any Disposition Dispositions (including by capital contribution or distribution), discounts, pledges, transfers, sales or repurchases of accounts receivable, or participations therein, or Securitization Assets (or of the Equity Interests in a Subsidiaryrelated assets, all or substantially all of the assets of which are Securitization Assets) to Assets or any disposition, sale or repurchase of the Equity Interests in, or securities of, a Securitization Subsidiary, in each case in connection with any Qualified Securitization Financing or the disposition, sale or repurchase of an account receivable, participation therein, or Securitization Assets in connection with the collection or compromise thereof; (l) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business; (m) Dispositions of property pursuant to sale-leaseback transactions; provided that the fair market value of all property so Disposed of after the Closing Date shall not exceed the greater of (x) $100,000,000100,000,000 and (y) 2.0% of Total Assets; (n) any swap of assets in exchange for services or other assets of comparable or greater value or usefulness to the business of the Borrower Company and its Subsidiaries as a whole, as determined in good faith by the management of the BorrowerCompany; (o) any issuance issuance, disposition or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and; (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights; (s) Permitted Intercompany Activities, the Spin-Off Transaction Activities and related transactions; (t) any reorganizations and other transactions entered into among the Company and its Subsidiaries in connection with the Transactions so long as such reorganizations and other transactions do not materially impair the value of the Collateral or the Guarantees, taken as a whole; (u) Dispositions of assets (i) acquired pursuant to or in order to effectuate a Permitted Acquisition which assets are not used or useful to the core or principal business of the Borrower and the Restricted Subsidiaries or (ii) that are made in connection with the approval of any applicable antitrust authority or otherwise necessary or advisable in the good faith determination of the Borrower to consummate any acquisition; (v) any surrender or waiver of contract rights or the settlement, release or surrender of contract rights or other litigation claims, in each case, in the ordinary course of business; and (tw) the Timeshare Disposition (individually or in the aggregate)issuance of directors’ qualifying shares and shares issued to foreign nationals as required by applicable law; provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e), (i), (k), (p), (r), (s) and (st) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

Dispositions. Neither the Borrower nor Make any of the Restricted Subsidiaries shall, directly or indirectly, make any Disposition, Disposition except: (a) (i) Dispositions of obsolete, used, surplus or worn out or surplus property, whether now owned or hereafter acquired, in the ordinary course of business, Dispositions of equipment in the ordinary course of business in according with past practice and Dispositions of property no longer used or useful in the conduct of the business of the Borrower and the Restricted Subsidiaries; (b) Sale or any discount without recourse of its Restricted Subsidiaries and (ii) Dispositions of property no longer used or useful accounts receivable arising in the conduct of the business of the Borrower and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying in connection with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000compromise or collection thereof; (bc) Dispositions of inventory or goods (or other assetsinventory, including timeshare and residential assets, furniture and equipment) held for sale cash and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned in the ordinary course of business), in each case, in the ordinary course of business; (cd) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (de) Dispositions of property by the Borrower or any Restricted Subsidiary to the Borrower or any other Restricted SubsidiarySubsidiary (including any such Disposition effected pursuant to a merger, liquidation or dissolution); provided that if the transferor of such property is a Loan Party, Guarantor or the Borrower (i) the transferee thereof must either be the Borrower or a Loan Party Guarantor or (ii) if to the extent such transaction constitutes an Investment, such transaction is permitted under Section 7.02; (e) to the extent constituting Dispositions, transactions permitted by Sections 7.01, 7.02 (other than Section 7.02(e)), 7.04 (other than Section 7.04(f)) and 7.06; ; (f) any conversions of hotel properties into timeshare or residential properties Dispositions permitted by Section 7.02, Section 7.04 and the sale or other disposition of assets created in such conversions; (g) Dispositions of Cash Equivalents; (i) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business Section 7.06 and which do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of intellectual property that do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries so long as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual property; (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty Event; (j) Dispositions of property; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists), no Default shall exist or would result from such Disposition and (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $150,000,000, the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (p), (q), (r)(i), (r)(ii), (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee) (only to the extent the Obligations are secured by such cash and Cash Equivalents); provided, however, that for the purposes of this clause (j)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed 5.00% of Total Assets at any time (net of any non-cash consideration converted into cash and Cash Equivalents)7.01; (k) any Disposition of Securitization Assets (or of the Equity Interests in a Subsidiary, substantially all of the assets of which are Securitization Assets) to a Securitization Subsidiary; (l) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business; (m) Dispositions of property pursuant to sale-leaseback transactions; provided that the fair market value of all property so Disposed of after the Closing Date shall not exceed $100,000,000; (n) any swap of assets in exchange for services or other assets of comparable or greater value or usefulness to the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Borrower; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and; (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights; (s) Permitted Intercompany Activities, the Spin-Off Transaction and related transactions; and (t) the Timeshare Disposition (individually or in the aggregate); provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e), (i), (k), (p), (r) and (s) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

Dispositions. Neither the Borrower The Company shall not, nor shall it permit any of the Restricted its Subsidiaries shallto, directly or indirectly, make (whether in one or a series of transactions) sell, lease, license, transfer, convey or otherwise dispose of (including abandonment) assets or property (including the Stock of any Subsidiary of the Company, whether in a public or private offering or otherwise, and accounts and notes receivable, with or without recourse or pursuant to any sale and leaseback transaction), or, directly or indirectly, issue, sell or otherwise transfer or provide a controlling, management or other interest in, any Stock of any Subsidiary of the Company (any such transaction, a “Disposition”), exceptexcept for: (a) Dispositions of (i) inventory, goods or services or (ii) worn out, obsolete, damaged or surplus equipment, in each case of clause (i) and (ii), in the ordinary course of business; (b) (i) Dispositions of obsolete, worn out or surplus property, whether now owned or hereafter acquired, cash and Cash Equivalents in the ordinary course of business or in connection with other business activities not prohibited or otherwise restricted hereby or by any other Note Document and (ii) conversions of Cash Equivalents into cash or other Cash Equivalents; (c) transactions not otherwise prohibited under Sections 4.25, 4.26 or 4.27; (d) Investments permitted by Section 4.30 to the extent any such Investment constitutes a Disposition; (e) Dispositions (x) of assets or property (including the Stock of any Subsidiary of the Company) to the Company or any other Note Party or (y) of assets or property (but not any Stock of any Note Party) to a Subsidiary that is not a Note Party; provided, that, in the case of this clause (y), such Disposition shall constitute an Investment into an Excluded Subsidiary and shall be permitted only to the extent the Fair Market Value of such assets or property subject to such Disposition does not exceed the amount then remaining available for Investments pursuant to Section 4.30(b)(ii); (f) [reserved]; (g) [reserved]; (h) Dispositions of past due accounts receivable in the ordinary course of business (including any discount and/or forgiveness thereof) or, in the case of accounts receivable in default, in connection with the collection or compromise thereof in the ordinary course of business; (i) (i) the abandonment or other disposition of a lease or sublease of real property no longer that is, in the commercially reasonable judgment of the Company or applicable Subsidiary, not used or useful in the conduct of the business of the Borrower or any of Company and its Restricted Subsidiaries and Subsidiaries, (ii) Dispositions any expiration of any option agreement in respect of real or personal property, (iii) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or litigation claims (including in tort) and (iv) any lease or sublease of real property no longer used or not useful in the conduct of the business of the Borrower and Company or its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000; (b) Dispositions of inventory or goods (or other assetsSubsidiaries, including timeshare and residential assets, furniture and equipment) held for sale and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned in the ordinary course case of businesseach of the foregoing clauses (i) through (iv), in each case, in the ordinary course of business; (cj) Dispositions by way of any involuntary loss, damage or destruction of property or any involuntary condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, or confiscation or requisition of use of property or transfers of property to insurance companies in exchange for casualty insurance proceeds in the ordinary course of business; (k) Permitted In-Licensing Agreements and Permitted Out-Licensing Agreements; (l) the issuance by any of the Company’s Subsidiaries of Qualified Stock to the Company or any other Note Party; (m) Dispositions as a result of any involuntary loss, damage or destruction of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds as a result of such Disposition are promptly applied a Casualty Event or transfers of property to the purchase price of such replacement propertyinsurance companies in exchange for casualty insurance proceeds; (dn) Dispositions or the lapse, abandonment, cancellation, non-renewal or discontinuance of property to the Borrower use or any Restricted Subsidiary; provided that if the transferor maintenance of such property is a Loan Party, (i) any Intellectual Property owned or controlled by the transferee thereof must be a Loan Party Company or any of its Subsidiaries that does not constitute Material IP or (ii) if such transaction constitutes an Investmentany other assets, such transaction is permitted under Section 7.02; (e) to the extent constituting Dispositions, transactions permitted by Sections 7.01, 7.02 (other than Section 7.02(e)), 7.04 (other than Section 7.04(f)) and 7.06; (f) any conversions of hotel properties into timeshare rights or residential properties and the sale or other disposition of assets created in such conversions; (g) Dispositions of Cash Equivalents; (i) leases, subleases, licenses or sublicenses (including the provision of software under an open source license)property that does not constitute Material IP, in each case in the ordinary course of business and which do not materially interfere with case, that is obsolete or worn out or no longer used or useful to the business of the Borrower Company or any of its Restricted Subsidiaries and Subsidiaries; (iio) Dispositions of intellectual property that do assets acquired in a Permitted Acquisition which the Company or the Subsidiary in question deems in its commercially reasonable judgment to be duplicative of other assets of the Company or such Subsidiary and not materially interfere with otherwise used or useful in the conduct of business of the Borrower or any of Company and its Restricted Subsidiaries so long as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual propertySubsidiaries; (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty Event; (jp) Dispositions of propertynot otherwise permitted hereunder that are made for Fair Market Value (other than Material IP); provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when Disposition, no Default exists), no or Event of Default shall exist or would shall result from such Disposition and Disposition, (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $150,000,000, the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of the aggregate sales price from such consideration disposition shall be paid in the form of cash or Cash Equivalents Equivalents, and (in each case, free and clear iii) the aggregate Fair Market Value of all Liens at assets so sold by the time receivedNote Parties and their Subsidiaries, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a)together, shall not exceed the greater of (f), (k), (p), (q), (r)(i), (r)(ii), (ddi) (only to the extent the Obligations are secured by such cash and Cash Equivalents) $20,000,000 and (eeii) (only to the extent the Obligations are secured by such cash and Cash Equivalents); provided, however, that 4.0% of consolidated Revenue for the purposes of this clause four (j)(ii)4) most recently completed fiscal quarters the financial results for which have been publicly disclosed in periodic reports (i.e., Forms 10-K and/or 10-Q) filed by the following shall be deemed to be cash: (A) any liabilities (as shown on Company with the Borrower’s Commission (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or Equivalent Amount in the footnotes thereto) of Holdings or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed 5.00% of Total Assets at any time (net of any non-cash consideration converted into cash and Cash Equivalentscurrencies); (k) any Disposition of Securitization Assets (or of the Equity Interests in a Subsidiary, substantially all of the assets of which are Securitization Assets) to a Securitization Subsidiary; (l) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business; (m) Dispositions of property pursuant to sale-leaseback transactions; provided that the fair market value of all property so Disposed of after the Closing Date shall not exceed $100,000,000; (n) any swap of assets in exchange for services or other assets of comparable or greater value or usefulness to the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Borrower; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and; (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;described on Schedule 4.28; and (r) Dispositions made pursuant to any Restructuring Transaction. Notwithstanding anything to the lapse or abandonment contrary contained herein, in the ordinary course of business of no event shall any registrations or applications for registration of any immaterial IP Rights; (s) Permitted Intercompany Activities, the Spin-Off Transaction and related transactions; and (t) the Timeshare Disposition (individually or in the aggregate); provided that Note Party make any Disposition of or make any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e)Investment transferring ownership of, (i)or exclusive rights in, (k), (p), (r) and (s) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 Material IP in or to any Person other than (i) to a Loan PartyNote Party or (ii) pursuant to (x) a Permitted Out-Licensing Agreement, such Collateral shall be sold free and clear (y) a Restructuring Transaction or (z) a court order or similar judgment by litigation, arbitration or administrative proceeding that orders, mandates or otherwise requires an assignment 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 foregoingMaterial IP.

Dispositions. Neither the Borrower nor any of the Restricted Subsidiaries shall, directly or indirectly, make any Disposition, except: (a) (i) Dispositions of obsolete, non-core, worn out or surplus property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of the Borrower or any of its Restricted Subsidiaries and (iii) Dispositions of property no longer used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j‎(j) below) in an aggregate amount not to exceed $25,000,000; (b) Dispositions of inventory or goods (or other assets, including timeshare and residential assets, furniture and equipment) held for sale and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned in the ordinary course of business), in each case, in the ordinary course of business; (c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (iii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (d) Dispositions of property to the Borrower or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan Party or (iii) if such transaction constitutes an Investment, such transaction is permitted under Section ‎Section 7.02; (e) to the extent constituting Dispositions, transactions permitted by Sections 7.01‎7.01, 7.02 ‎7.02 (other than Section ‎Section 7.02(e)), 7.04 ‎7.04 (other than Section ‎Section 7.04(f)) and 7.06‎7.06; (f) any conversions Dispositions contemplated as of hotel properties into timeshare or residential properties the Closing Date and the sale or other disposition of assets created in such conversionslisted on Schedule 7.05(f); (g) Dispositions of Cash Equivalents; (i) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries and (iii) Dispositions of intellectual property that do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries so long as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual propertySubsidiaries; (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty Event; (j) Dispositions of property; provided that (i) at the time of such Disposition, no Event of Default under Section 8.01(a) or 8.01(f) with respect to the Borrower shall exist or would result from such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no such Event of Default exists), no Default shall exist or would result from such Disposition ) and (iii) with respect to any Disposition pursuant to this clause (j‎(j) for a purchase price in excess of $150,000,00050,000,000, the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section ‎Section 7.01 and Liens permitted by Sections 7.01(a‎7.01(a), (f‎(f), (k‎(k), (p‎(p), (q‎(q), (r)(i‎(r)‎(i), (r)(ii‎(r)‎(ii), (dd‎(dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee‎(ee) (only to the extent the Obligations are secured by such cash and Cash Equivalents)); provided, however, that for the purposes of this clause (j)(ii‎(j)‎(ii), the following shall be deemed to be cash: : (A) any liabilities (as shown on the Borrower’s (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or in the footnotes theretothereto or, if incurred or increased subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or increase had taken place on or prior to the date of such balance sheet, as determined by the Borrower) of Holdings the Borrower or such Restricted Subsidiary, other than liabilities (other than intercompany liabilities owing to a Restricted Subsidiary being Disposed of) that are by their terms subordinated to the payment in cash of the Obligations, that are (i) assumed by the transferee of any such assets (or a third party in connection with respect such transfer) pursuant to the applicable Disposition and for a written agreement which releases or indemnifies the Borrower and all of its or such Restricted Subsidiaries shall have been validly released by all applicable creditors Subsidiary from such liabilities or (ii) otherwise cancelled or terminated in writing, connection with the transaction, (B) any securities securities, notes or other obligations or assets received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) or by their terms are required to be satisfied for Cash Equivalents within 180 days following the closing of the applicable Disposition, and and (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed 5.00the greater of $135,000,000 and 25% of Total Assets LTM Consolidated EBITDA at any time (net of any non-cash consideration converted into cash and Cash Equivalents); (k) any the sale, assignment, licensing, sub-licensing or other Disposition of Securitization Assets (intellectual property or of the Equity Interests in a Subsidiary, substantially all of the assets of which are Securitization Assets) other general intangibles pursuant to a Securitization Subsidiaryany Intercompany License Agreement; (l) Dispositions or discounts without recourse of accounts receivable, or participations therein, or Securitization Assets or related assets, or any disposition of the Equity Interests in a Subsidiary, all or substantially all of the assets of which are Securitization Assets, in each case in connection with any Qualified Securitization Facility or the disposition of an account receivable in connection with the collection or compromise or collection thereof in the ordinary course of business; (m) Dispositions of property pursuant to sale-leaseback transactions; provided that the fair market value of all property so Disposed of after the Closing Date shall not exceed $100,000,00075,000,000; (n) any swap of assets in exchange for services or other assets of comparable or greater value or usefulness to the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Borrower; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (other than Unrestricted Subsidiaries the primary assets of which are cash and/or Cash Equivalents) (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and); (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights; (s) Permitted Intercompany Activities; (t) Dispositions of assets acquired pursuant to or in order to effectuate a Permitted Acquisition which assets are not used or useful to the core or principal business of the Borrower and the Restricted Subsidiaries; (u) any surrender or waiver of contract rights or the settlement, release or surrender of contract rights or other litigation claims, in each case, in the Spin-Off Transaction ordinary course of business; (v) the issuance of directors’ qualifying shares and related transactionsshares issued to foreign nationals as required by applicable law; and (tw) any sale of property or assets, if the Timeshare Disposition (individually acquisition of such property or in assets was financed with Excluded Contributions and the aggregate); provided that any Disposition proceeds of any property pursuant such sale are used to this Section 7.05 (except make Investments or Restricted Payments pursuant to Sections 7.05(e7.02(y) or 7.06(p), (i), (k), (p), (r) and (s) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such property at the time of such Disposition. To ; the extent any Collateral is Disposed of as expressly permitted by this Section ‎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. Neither the Borrower nor Convey, sell, lease, transfer, assign, or otherwise dispose of (collectively, “Transfer”), or permit any of the Restricted its Subsidiaries shallto Transfer, directly all or indirectlyany part of its business or property, make any Disposition, except: except for Transfers (a) of Inventory in the ordinary course of business; (ib) Dispositions of obsoletedamaged, worn out worn-out, surplus or surplus propertyobsolete Equipment that is, whether now owned in the reasonable judgment of Borrower, no longer economically practicable to maintain or hereafter acquireduseful in the ordinary course of business of Borrower; (c) consisting of Permitted Liens, transactions permitted by Sections 7.7 and 7.8, Permitted Investments; (d) consisting of the sale or issuance of any stock of Borrower permitted under Section 7.2 of this Agreement; (e) of non-exclusive licenses for the use of the property of Borrower or its Subsidiaries in the ordinary course of business and Dispositions other licenses of property no longer used or useful Intellectual Property that would not result in the conduct a legal transfer of title of the business licensed property that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discrete geographical areas outside of the United States, (f) (i) Transfers to any Guarantor or Borrower from any Subsidiary, (ii) Transfers from any Guarantor or Borrower to any Guarantor or Borrower, (iii) Transfers from any Subsidiary that is not a Guarantor to another Subsidiary that is not a Guarantor or (iv) the sale or issuance of the capital stock of any Subsidiary of Borrower to the Borrower or any of its Restricted Subsidiaries and Guarantor, (iig) Dispositions of property no longer used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000; (b) Dispositions of inventory or goods (or other assets, including timeshare and residential assets, furniture and equipment) held for sale and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned in the ordinary course of business), in each case, in the ordinary course of business; (c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition disposition are promptly applied to the purchase price of such replacement property; , (dh) Dispositions of property to Accounts in connection with the Borrower collection or any Restricted Subsidiary; provided that if compromise thereof (other than in connection with financing transactions) in the transferor ordinary course of such property is a Loan Partybusiness, (i) the transferee thereof must be a Loan Party lapse or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02; (e) to the extent constituting Dispositions, transactions permitted by Sections 7.01, 7.02 (other than Section 7.02(e)), 7.04 (other than Section 7.04(f)) and 7.06; (f) abandonment of any conversions of hotel properties into timeshare or residential properties and the sale or other disposition of assets created in such conversions; (g) Dispositions of Cash Equivalents; (i) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case Intellectual Property in the ordinary course of business and which do not materially interfere with in the business reasonably good faith judgment of Borrower is no longer used or useful in the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of intellectual property that do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries so long as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual property; (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty Event; business, (j) Dispositions of property; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists), no Default shall exist or would result from such Disposition and (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $150,000,000, the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (p), (q), (r)(i), (r)(ii), (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee) (only to the extent the Obligations are secured by such cash and Cash Equivalents); provided, however, that for the purposes of this clause (j)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed 5.00% of Total Assets at any time (net of any non-cash consideration converted into cash and Cash Equivalents); (k) any Disposition of Securitization Assets (or of the Equity Interests in a Subsidiary, substantially all of the assets of which are Securitization Assets) to a Securitization Subsidiary; (l) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business; (m) Dispositions of property pursuant to sale-leaseback transactions; provided that the fair market value of all property so Disposed of after the Closing Date shall not exceed $100,000,000; (n) any swap of assets in exchange for services or other assets of comparable or greater value or usefulness to the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Borrower; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and; (p) the unwinding of any Swap Contract swap agreements permitted hereunder pursuant to its their terms; ; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (rk) the lapse or abandonment Citibank Arrangement, and (l) other Transfers not in the ordinary course excess of business of any registrations or applications for registration of any immaterial IP Rights; Five Hundred Thousand Dollars (s$500,000) Permitted Intercompany Activities, the Spin-Off Transaction and related transactions; and (t) the Timeshare Disposition (individually or in the aggregate); provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e), (i), (k), (p), (r) and (s) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

Dispositions. Neither the Borrower nor Make any of the Restricted Subsidiaries shall, directly Disposition or indirectly, enter into any agreement to make any DispositionDisposition (other than as part of or in connection with the Transactions), except: (a) (i) Dispositions of obsolete, worn out out, used or surplus property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of property no longer used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000Subsidiaries; (b) Dispositions of inventory or inventory, goods (or other assets, including timeshare and residential assets, furniture and equipment) held for sale in the ordinary course of business and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned in the ordinary course of business), in each case, ) in the ordinary course of business; (c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (d) Dispositions of property to the Borrower or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan Party or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02; (e) to the extent constituting Dispositions, transactions permitted by Sections 7.01, 7.02 (other than Section 7.02(e)), 7.04 (other than Section 7.04(f7.04(g)) and 7.067.06 (other than 7.06(d)); (f) any conversions of hotel properties into timeshare or residential properties and the sale or other disposition of assets created in such conversions[Reserved]; (g) Dispositions of Cash Equivalents; (i) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of intellectual property that do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries so long so as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual property; (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty EventEvents; (j) Dispositions any Disposition of propertyproperty (including a Disposition of Securitization Assets to a Securitization Subsidiary); provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default existshas occurred and is continuing), no Default shall exist have occurred and been continuing or would result from such Disposition and (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $150,000,000, 25,000,000 the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (l), (p), (q), (r)(i), (r)(ii), (s) and (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee) (only to the extent the Obligations are secured by such cash and Cash Equivalents)); provided, however, that for the purposes of this clause (j)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed 5.00the greater of $75,000,000 and 3.0% of Total Assets at any time (net of any non-cash consideration converted into cash and Cash Equivalents); provided, further, the aggregate fair market value (as determined in good faith by the Borrower) of (I) all property Disposed of pursuant to this Section 7.05(j) in the year in which such Disposition occurs shall not exceed 15% of Total Assets as of the last day of the most recently ended year (and if the last day of such most recently ended fiscal year is December 31, 2011, assuming the Borrower and its Restricted Subsidiaries were, as of December 31, 2011, the assets compromising Borrower and its Restricted Subsidiaries (as such assets were in existence on December 31, 2011)) and (II) all property Disposed of pursuant to this Section 7.05(j) since the Original Closing Date shall not exceed the greater of (x) 25% of Total Assets as of June 30, 2012 (assuming the Borrower and its Restricted Subsidiaries were, as of June 30, 2012, the assets compromising Borrower and its Restricted Subsidiaries (as such assets were in existence on June 30, 2012)) and (y) 25% of Total Assets as of the most recently ended year (and if the last day of such most recently ended fiscal year is December 31, 2011, assuming the Borrower and its Restricted Subsidiaries were, as of December 31, 2011, the assets compromising Borrower and its Restricted Subsidiaries (as such assets were in existence on December 31, 2011)); (k) any Disposition of Securitization Assets (or of the Equity Interests in a Subsidiary, substantially all of the assets of which are Securitization Assets) to a Securitization Subsidiary[Reserved]; (l) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business; (m) Dispositions of property pursuant to sale-leaseback transactions; provided that the fair market value of all property so Disposed of after the Closing Date shall not exceed $100,000,000[Reserved]; (n) any swap of assets in exchange for services or other assets in the ordinary course of business of comparable or greater value or usefulness to the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Borrower; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and; (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (q) the unwinding of any Swap Contract; (r) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights;; and (s) Permitted Intercompany Activities, the Spin-Off Transaction and related transactions; and (t) the Timeshare Disposition (individually or in the aggregate)[Reserved]; provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e), (i), (ko), (p), (r) and (sq) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such property at the time of such DispositionDisposition as determined by the Borrower in good faith. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

Dispositions. Neither the Borrower nor any of the Restricted Subsidiaries shall, directly or indirectly, make any Disposition, except: (a) (i) Dispositions of obsolete, worn out or surplus property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of property no longer used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (jSection 7.05(j) below) in an aggregate amount not to exceed $25,000,00015,000,000; (b) Dispositions of inventory or goods (or other assets, including timeshare and residential assets, furniture and equipment) held for sale and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned in the ordinary course of business), in each case, in the ordinary course of business; (c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (d) Dispositions of property to the Borrower or any Restricted Subsidiary; provided that that, if the transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan Party or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02; (e) to the extent constituting Dispositions, transactions permitted by Sections 7.017.01 (other than Section 7.01(l)(ii)), 7.02 (other than Section 7.02(e) and Section 7.02(s)), 7.04 (other than Section 7.04(b)(ii) and Section 7.04(f)) and 7.06; (f) any conversions of hotel properties into timeshare or residential properties and the sale or other disposition of assets created in such conversions[Reserved]; (g) Dispositions of Cash Equivalents; (i) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of intellectual property that do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries so long as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual property; (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty Event; (j) Dispositions of property; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists), no Default shall exist or would result from such Disposition and (ii) with respect to any Disposition pursuant to this clause (jSection 7.05(j) for a purchase price in excess of $150,000,00050,000,000, the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f7.01(f), (k7.01(k), (p7.01(p), (q7.01(q), (r)(i7.01(r)(i), (r)(ii7.01(r)(ii), (dd7.01(dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee7.01(ee) (only to the extent the Obligations are secured by such cash and Cash Equivalents)); provided, however, that for the purposes of this clause (j)(iiSection 7.05(j)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed 5.002.0% of Total Assets at any time (net of any non-cash consideration converted into cash and Cash Equivalents); (k) any Disposition of Securitization Assets (or of the Equity Interests in a Subsidiary, substantially all of the assets of which are Securitization Assets) to a Securitization Subsidiary; (l) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business; (m) Dispositions of property pursuant to sale-leaseback transactions; provided that the fair market value of all property so Disposed of after the Closing Date shall not exceed $100,000,00025,000,000; (n) any swap of assets in exchange for services or other assets of comparable or greater value or usefulness to the business of the Borrower and its Restricted Subsidiaries as a whole, as determined in good faith by the management of the Borrower; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and); (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;; and (r) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights; (s) Permitted Intercompany Activities, the Spin-Off Transaction and related transactions; and (t) the Timeshare Disposition (individually or in the aggregate); . provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e) (other than, to the extent constituting Dispositions, transactions permitted by Sections 7.02 or 7.04), (i7.05(i), (k), (p), (r7.05(p) and (s7.05(r) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

Dispositions. Neither the Borrower nor any of the Restricted Subsidiaries shall, directly or indirectly, make any Disposition, except: (a) (i) Dispositions of obsolete, non-core, worn out or surplus property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful or economically practical to maintain in the conduct of the business of the Borrower or any of its Restricted Subsidiaries and Subsidiaries, (ii) Dispositions of property no longer used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,00020,000,000 and (iii) write-off or write-down of any unrecoupable loans or advances; (b) Dispositions of inventory or goods (or other assetsheld for sale, including timeshare and residential assetspursuant to payor contracts, furniture and equipment) held for sale and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property rights to lapse or go abandoned in the ordinary course of businessabandoned), in each case, in the ordinary course of businessbusiness or consistent with past practice; (c) Dispositions of property to the extent that (i1) such property is exchanged for credit against the purchase price of similar replacement property or (ii2) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (d) Dispositions of property to the Borrower or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan Party or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02; (e) to the extent constituting Dispositions, transactions permitted by Sections 7.01, 7.02 (other than Section 7.02(e)), 7.04 (other than Section 7.04(f)) and 7.06; (f) any conversions Dispositions contemplated as of hotel properties into timeshare or residential properties the Closing Date and the sale or other disposition of assets created in such conversionslisted on Schedule 7.05(f); (g) Dispositions Dispositions, liquidations or use of Cash Equivalents; (h) (i) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business or consistent with past practice and which do not materially interfere with the business of the Borrower or any of its the Restricted Subsidiaries and (ii) Dispositions of intellectual property rights that do not materially interfere with the business of the Borrower or any of its the Restricted Subsidiaries so long as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual propertySubsidiaries; (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty Event; (j) Dispositions of propertyproperty or assets or issuance or sale of Equity Interests of any Restricted Subsidiary; provided that (i) at the time of such Disposition Disposition, no Event of Default under Section 8.01(a) or (f) with respect to the Borrower shall exist (other than any such Disposition made consummated pursuant to a legally binding commitment entered into at a time when no such Event of Default exists), no Default shall exist or would result from such Disposition has occurred and is continuing) and (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $150,000,00020,000,000, the Borrower or any of its the Restricted Subsidiaries shall receive not less than 75% seventy-five percent (75.0%) of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (p), (q), (r)(i), (r)(ii), (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee) (only to the extent the Obligations are secured by such cash and Cash Equivalents); provided, however, that for the purposes of this clause (j)(ii), the following shall be deemed to be cash: (A) the greater of the principal amount and the carrying value of any liabilities (as shown on the Borrower’s (or the Restricted Subsidiaries’Subsidiary’s, as applicable) most recent balance sheet provided hereunder or in the footnotes theretothereto or, if incurred or increased subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or increase had taken place on or prior to the date of such balance sheet, as determined by the Borrower) of Holdings the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are (i) assumed by the transferee of any such assets (or a third party in connection with respect such transfer) pursuant to the applicable Disposition and for a written agreement which releases or indemnifies the Borrower and all of its or such Restricted Subsidiaries shall have been validly released by all applicable creditors Subsidiary from such liabilities or (ii) otherwise cancelled or terminated in writingconnection with the transaction, (B) any securities securities, notes or other obligations received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted converted, or reasonably expected to be converted, by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received or expected to be received) within 180 one hundred eighty (180) days following the closing of the applicable Disposition, Disposition and (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed 5.00the greater of (x) $35,000,000 and (y) 20% of Total Assets LTM Consolidated EBITDA at any time outstanding (net of any non-cash consideration converted into cash and Cash Equivalents); (k) any the sale, assignment, licensing, sub-licensing or other Disposition of Securitization Assets (intellectual property rights or of the Equity Interests in a Subsidiary, substantially all of the assets of which are Securitization Assets) other general intangibles pursuant to a Securitization Subsidiaryany Intercompany License Agreement; (l) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business[reserved]; (m) Dispositions of property pursuant to saleany Sale and Lease-leaseback Back Transaction or lease lease-back transactions; provided that the fair market value of all property so Disposed of after the Closing Date shall not exceed $100,000,00060,000,000 at any time; (n) any swap of assets in exchange for services or other assets of comparable or greater value or usefulness to the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Borrower; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (other than Unrestricted Subsidiaries the primary assets of which are cash and/or Cash Equivalents) (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and); (p) the unwinding of any Swap Contract pursuant to its termsContract; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) Dispositions of property , whether now owned or hereafter acquired, in the ordinary course of business (including the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rightsintellectual property); (s) Permitted Intercompany Activities, the Spin-Off Transaction and related transactions; and (t) the Timeshare Disposition (individually or in the aggregate); provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e), (i), (k), (p), (r) and (s) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

Dispositions. Neither the Borrower nor any of the Restricted Subsidiaries shall, directly or indirectly, make any Disposition, except: (a) (i) Dispositions of obsolete, worn out or surplus property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of immaterial property no longer used or useful in the conduct ordinary course of the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of property that is no longer used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000Subsidiaries; (b) Dispositions of inventory or goods (or other assets, including timeshare and residential assets, furniture and equipment) held for sale sale, intellectual property licensed to customers and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned in the ordinary course of business), in each case, in the ordinary course of business; (c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (d) Dispositions of property to the Borrower or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan Party or (ii) if such transaction constitutes shall be deemed to be an Investment, such transaction is Investment in a non-Loan Party and must be permitted under by Section 7.027.02(c) or (n); (e) to the extent constituting Dispositions, transactions permitted by Sections 7.01, 7.02 (other than Section 7.02(e)), 7.04 (other than Section 7.04(f)) and 7.067.06 (provided that the Equity Interests issued in respect of any such Restricted Payment shall have complied with the other provisions of this Section 7.05); (f) any conversions Dispositions of hotel properties into timeshare or residential properties and Identified Assets not for the sale or other disposition purpose of assets created in such conversionseffectuating a Liability Management Transaction; (g) Dispositions of Cash EquivalentsEquivalents in the ordinary course of business; (ih) leases, subleases, licenses, cross-licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of intellectual property that do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries so long as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual propertySubsidiaries; (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty EventEvents; (j) Dispositions of property; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists), no Default shall exist or would result from such Disposition and (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $150,000,0005,000,000, the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (p), (q), (r)(i), (r)(ii), (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee) (only to the extent the Obligations are secured by such cash and Cash Equivalents)Permitted Liens; provided, however, provided that for the purposes of this clause (j)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect pursuant to a Disposition for a bona fide business purpose (and not for the applicable Disposition purpose of effectuating any Liability Management Transaction) to a non-Affiliate third party and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, Disposition and (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed 5.00% the greater of Total Assets at any time $5,000,000 (net of any non-cash consideration converted into cash and Cash Equivalents); (k) any Disposition of Securitization Assets (or of the Equity Interests in a Subsidiary, substantially all of the assets of which are Securitization Assets) to a Securitization Subsidiary[reserved]; (l) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of businessbusiness (and not in connection with any committed receivables, factoring, securitization or similar financing); (m) Dispositions of property pursuant to sale-leaseback transactions; provided that the fair market value of all property so Disposed of after the Closing Date shall not exceed $100,000,00020,000,000 in the aggregate; (n) any swap of assets in exchange for services or other assets of comparable or greater value or usefulness to the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Borrower; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and[reserved]; (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights;; and (s) Permitted Intercompany Activities, the Spin-Off Transaction and Dispositions of assets in a single transaction or series of related transactions, with an aggregate fair market value of less than or equal to $5,000,000 for a single Disposition or series of related Dispositions; and provided that, in no event shall Dispositions pursuant to this clause (ts) the Timeshare Disposition (individually or exceed $15,000,000 in the aggregate)any fiscal year; provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e), (i), (k), (p), (r) and (s) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan DocumentsDocuments (and such Liens shall be automatically released), 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. For purposes of determining compliance with this Section 7.05, (A) Dispositions need not be incurred solely by reference to one category of Dispositions permitted by this Section 7.05 but are permitted to be incurred in part under any combination thereof and of any other available exemption and (B) in the event that Dispositions (or any portion thereof) meets the criteria of one or more of the categories of Dispositions permitted by this Section 7.05, the Borrower may, in its sole discretion, classify or reclassify such Dispositions (or any portion thereof) in any manner that complies with this provision.

Dispositions. Neither the Borrower nor any of the Restricted Subsidiaries shall, directly or indirectly, make any Disposition, except: (a) (i) Dispositions of obsolete, worn out or surplus property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of property no longer used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,00015,000,000; (b) Dispositions of inventory or goods (or other assets, including timeshare and residential assets, furniture and equipment) held for sale and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned in the ordinary course of business), in each case, in the ordinary course of business; (c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (d) Dispositions of property to the Borrower or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan Party or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02; (e) to the extent constituting Dispositions, transactions permitted by Sections 7.017.01 (other than Section 7.01(1)(ii)), 7.02 (other than Section 7.02(e) and Section 7.02(s)), 7.04 (other than Section 7.04(b)(ii) and Section 7.04(f)) and 7.06; (f) any conversions of hotel properties into timeshare or residential properties and the sale or other disposition of assets created in such conversions[Reserved]; (g) Dispositions of Cash Equivalents; (h) (i) by operation of the Operating Leases, (ii) other leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries and (iiiii) Dispositions of intellectual property that do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries so long as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual property; (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty Event; (j) Dispositions of property; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists), no Default shall exist or would result from such Disposition and (ii) with respect to any Disposition pursuant to this clause (jSection 7.05(j) for a purchase price in excess of $150,000,000, 50,000,000 the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f7.01(r)(ii), (k), (p), (q), (r)(i), (r)(ii), (dd7.01(dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee7.01(ee) (only to the extent the Obligations are secured by such cash and Cash Equivalents)); provided, however, that for the purposes of this clause (j)(iiSection 7.05(j)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed 5.00the greater of (x) $125,000,000 and (y) an amount that would result in an Incremental Loan-to-Value Ratio of the Borrower and the Restricted Subsidiaries as of the last day of the most recently ended Test Period on or prior to the date of determination equal to 2.0% of Total Assets at any time (net of any non-cash consideration converted into cash and Cash Equivalents); (k) any Disposition of Securitization Assets (or of the Equity Interests in a Subsidiary, substantially all of the assets of which are Securitization Assets) to a Securitization Subsidiary[Reserved]; (l) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business; (m) Dispositions of property pursuant to sale-leaseback transactions; provided that the fair market value of all property so Disposed of after the Closing Date shall not exceed $100,000,000transactions permitted under Section 7.03(e); (n) any swap of assets in exchange for services or other assets of comparable or greater value or usefulness to the business of the Borrower and its Restricted Subsidiaries as a whole, as determined in good faith by the management of the Borrower; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and; (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;, and (r) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights; (s) Permitted Intercompany Activities, the Spin-Off Transaction and related transactions; and (t) the Timeshare Disposition (individually or in the aggregate); provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e) (other than, to the extent constituting Dispositions, transactions permitted by Sections 7.02 or 7.04), (i), (k), (p), (r7.05(i) and (s7.05(p) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

Dispositions. Neither the Borrower nor Make any of the Restricted Subsidiaries shall, directly Disposition or indirectly, enter into any agreement to make any Disposition, except: (a) (i) Dispositions or the abandonment of obsolete, worn out or surplus propertyproperty or property no longer used or useful in the business of the Consolidated Companies, or IP Rights no longer material to the business of the Consolidated Companies, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of property no longer used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000business; (b) Dispositions of inventory or goods (or other assets, including timeshare and residential assets, furniture and equipment) held for sale and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned in the ordinary course of business), in each case, in the ordinary course of business; (c) Dispositions of property by any Guarantor to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property Borrower or (ii) the proceeds of such Disposition are promptly applied another Guarantor, or by any Subsidiary to the purchase price of such replacement propertya Loan Party or to another wholly-owned Subsidiary; (d) Dispositions non-exclusive licenses of property to the Borrower or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan Party or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02; (e) to the extent constituting Dispositions, transactions permitted by Sections 7.01, 7.02 (other than Section 7.02(e)), 7.04 (other than Section 7.04(f)) and 7.06; (f) any conversions of hotel properties into timeshare or residential properties and the sale or other disposition of assets created in such conversions; (g) Dispositions of Cash Equivalents; (i) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case IP Rights in the ordinary course of business and which do not materially interfere substantially consistent with the business of the Borrower or any of its Restricted Subsidiaries and past practice; (iie) Dispositions of intellectual property that do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries so long as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual property; (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty Event; (j) Dispositions of property; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists), no Default shall exist or would result from such Disposition and (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $150,000,000, the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (p), (q), (r)(i), (r)(ii), (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee) (only to the extent the Obligations are secured by such cash and Cash Equivalents); provided, however, that for the purposes of this clause (j)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed 5.00% of Total Assets at any time (net of any non-cash consideration converted into cash and Cash Equivalents); (k) any Disposition of Securitization Assets (or of the Equity Interests in a Subsidiary, substantially all of the assets of which are Securitization Assets) to a Securitization Subsidiary; (l) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business; (mf) Dispositions of property pursuant to sale-leaseback transactions; provided that the fair market value of all property so Disposed of after the Closing Date shall not exceed $100,000,000; (n) any swap of assets in exchange for services or other assets of comparable or greater value or usefulness to the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Borrower; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and; (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) the lapse or abandonment leased real estate in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rightsbusiness; (sg) Dispositions of accounts receivable in connection with the collection or compromise thereof; (h) any forgiveness, writeoff or writedown of any intercompany obligations owed by a Loan Party; (i) any dispositions resulting from a loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of the Borrower or any Subsidiary; (ii) the granting of Permitted Intercompany ActivitiesLiens, the Spin-Off Transaction (iii) Investments permitted under Section 7.03 and related transactions(iv) Restricted Payments permitted under Section 7.06; (j) Dispositions permitted by Section 7.04; and (tk) the Timeshare Disposition (individually or in the aggregate)so long as no Event of Default has occurred and is continuing, other Dispositions of property for fair market value; provided provided, that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e), (i), (k), (p), (r) and (s) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value thereof is not in excess of such property at an aggregate amount of (i) $3,000,000 for any single Disposition and $5,000,000 for all Dispositions in any fiscal year and (ii) the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Net Cash Proceeds thereof are used in accordance with 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 foregoing2.04(b).

Dispositions. Neither the Borrower nor any of the Restricted Subsidiaries shall, directly or indirectly, make Make any Disposition, except: (a) (i) Dispositions of obsolete, worn out out, used or surplus property, whether now owned or hereafter acquired, in the ordinary course of business acquired and Dispositions of property no longer used or useful in the conduct of the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of property no longer used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000Subsidiaries; (b) Dispositions of inventory or inventory, goods (or other assets, including timeshare and residential assets, furniture and equipment) held for sale in the ordinary course of business and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to other than the lapse or go abandoned abandonment of IP Rights, which is governed by clause (r) of this Section 7.05) and termination of leases and licenses in the ordinary course of business), in each case, in the ordinary course including but not limited to a voluntary or mandatory recall of businessany product; (c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such similar replacement property; (d) Dispositions of property to the Borrower or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan Party or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.027.02 (other than 7.02(e) or (h)); (e) to the extent constituting Dispositions, transactions permitted by Sections 7.01(i) Section 7.01 (other than (7.01(i), (l)(ii) or (q)), (ii) Section 7.02 (other than Section 7.02(e) or (m)), (iii) Section 7.04 (other than Section 7.04(f)) and 7.06(iv) Section 7.06 (other than 7.06(d)); (f) any conversions of hotel properties into timeshare or residential properties and the sale or other disposition of assets created in such conversions[reserved]; (g) Dispositions of cash and Cash Equivalents; (h) (i) leases, subleases, non-exclusive licenses or sublicenses (including the provision of software under an open source license)license or the licensing of other IP Rights) and terminations thereof, in each case in the ordinary course of business and which do not not, in the reasonable business judgment of the Borrower, materially interfere with the business of the Borrower or any of and its Restricted Subsidiaries (taken as a whole) and (ii) Dispositions of intellectual property that IP Rights, and inbound and outbound licenses to IP Rights, in each case in the ordinary course of business and that, in the reasonable business judgment of the Borrower, do not materially interfere in any material respect with the business of the Borrower or any of and its Restricted Subsidiaries so long (taken as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual propertywhole); (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty Event; (j) Dispositions of propertyproperty (including sale-leaseback transactions); provided that (i) at the time of such Disposition or, if earlier, as of the date of a definitive agreement with respect to such Disposition, no Event of Default under Section 8.01(a) or 8.01(f) with respect to the Borrower shall have occurred and been continuing or would result from such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no such Event of Default exists), no Default shall exist or would result from such Disposition and (ii) with respect to any Disposition pursuant to this clause (jSection 7.05(j) for a purchase price in an aggregate amount in excess of the greater of $150,000,00055,000,000 and 5.0% of Consolidated EBITDA individually for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) individually, the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (p), (q), (r)(i), (r)(ii), (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee) (only to the extent the Obligations are secured by such cash and Cash EquivalentsPermitted Liens); provided, however, that for the purposes of this clause (j)(iiii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, Disposition and (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate a fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed 5.00the greater of $220,000,000 and 20.0% of Total Assets Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) at any time time; and (net of any non-cash consideration converted into cash and Cash Equivalents)iii) such Disposition is for fair market value as reasonably determined by the Borrower in good faith; (k) any Disposition Dispositions of Securitization Assets (non-core assets in connection with Permitted Acquisitions or other Investments, which assets have a fair market value of no greater than 25% of the Equity Interests in a Subsidiary, substantially all Consolidated EBITDA of the assets of which are Securitization Assets) to a Securitization Subsidiaryacquired Restricted Subsidiary for the previous four fiscal quarters; (li) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of businessbusiness and (ii) receivables and related assets, or any disposition of the Equity Interests in a Subsidiary, all or substantially all of the assets of which are receivables and related assets, pursuant to any Qualified Securitization Facility; (m) Dispositions of property pursuant to sale-leaseback transactions; provided that to the fair market value of extent the aggregate Net Proceeds from all property so Disposed of after such Dispositions since the Closing Date exceeds the greater of $110,000,000 and 10.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09), such excess shall not exceed $100,000,000be reinvested in accordance with the definition of “Net Proceeds” or otherwise applied to prepay Loans in accordance with Section 2.05(b)(ii); (n) any swap of assets in exchange for services or other assets in the ordinary course of business of comparable or greater value or usefulness to the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Borrower; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and[reserved]; (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (q) the unwinding or settling of any Swap Contract; (r) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights;Rights (i) in the ordinary course of business and that, in the reasonable business judgment of the Borrower, do not interfere in any material respect with the business of the Borrower and its Restricted Subsidiaries (taken as a whole) or (ii) expiration of patents or copyrights in accordance with applicable statutory terms for which extension or renewal is not possible; and (s) Permitted Intercompany Activities, other Dispositions in an aggregate amount of not more than the Spin-Off Transaction greater of $140,000,000 and related transactions; and 12.5% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (t) the Timeshare Disposition (individually or determined on a Pro Forma Basis in the aggregateaccordance with Section 1.09); provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(eXxxxxxxx 0.00(x), (ix), (kx), (px)(xx), (rx), (x), (x), (x) and (sr) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such property at the time of such DispositionDisposition as determined by the Borrower in good faith. To the extent any Collateral is Disposed of sold or transferred 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 or evidence the foregoing.

Dispositions. Neither the Borrower nor Convey, sell, lease, transfer or otherwise dispose of (collectively “Transfer”), or permit any of the Restricted its Subsidiaries shallto Transfer, directly all or indirectlyany part of its business or property, make any Disposition, exceptexcept for: (a) Transfers in the ordinary course of business for reasonably equivalent consideration; (ib) Dispositions Transfers to Borrower or any of obsoleteits Subsidiaries from Borrower or any of its Subsidiaries; (c) Transfers of property for fair market value; (d) Transfers of property in connection with sale-leaseback transactions; (e) Transfers of property to the extent such property is exchanged for credit against, worn out or surplus propertyproceeds are promptly applied to, whether now owned the purchase price of other property used or hereafter acquired, useful in the business of Borrower or its Subsidiaries; (f) Transfers constituting non-exclusive licenses and similar arrangements for the use of the property of Borrower or its Subsidiaries in the ordinary course of business and Dispositions other non-perpetual licenses that may be exclusive in some respects other than territory (and/or that may be exclusive as to territory only in discreet geographical areas outside of property no longer used or useful the United States), but that could not result in a legal transfer of Borrower’s title in the conduct of the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of property no longer used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000licensed property; (bg) Dispositions Transfers otherwise permitted by the Loan Documents; (h) Sales or discounting of inventory or goods (or other assets, including timeshare and residential assets, furniture and equipment) held for sale and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned in the ordinary course of business), in each case, delinquent accounts not in the ordinary course of business; (c) Dispositions of property to the extent that (i) such property is exchanged for credit against Transfers associated with the purchase price of similar replacement property making or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (d) Dispositions of property to the Borrower or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan Party or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02; (e) to the extent constituting Dispositions, transactions permitted by Sections 7.01, 7.02 (other than Section 7.02(e)), 7.04 (other than Section 7.04(f)) and 7.06; (f) any conversions of hotel properties into timeshare or residential properties and the sale or other disposition of assets created in such conversions; (g) Dispositions of Cash Equivalents; (i) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of intellectual property that do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries so long as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual property; (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty EventPermitted Investment; (j) Dispositions Transfers in connection with a permitted acquisition of property; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists), no Default shall exist or would result from such Disposition and (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $150,000,000, the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (p), (q), (r)(i), (r)(ii), (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee) (only to the extent the Obligations are secured by such cash and Cash Equivalents); provided, however, that for the purposes of this clause (j)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash portion of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower assets or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed 5.00% of Total Assets at any time (net of any non-cash consideration converted into cash and Cash Equivalents);rights acquired; and (k) any Disposition of Securitization Assets (or of the Equity Interests Transfers not otherwise permitted in a Subsidiarythis Section 7.1, substantially all of the assets of which are Securitization Assets) to a Securitization Subsidiary; (l) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business; (m) Dispositions of property pursuant to sale-leaseback transactions; provided provided, that the fair market aggregate book value of all property so Disposed of after the Closing Date such Transfers by Borrower and its Subsidiaries, together, shall not exceed $100,000,000; in any fiscal year, ten percent (n10%) any swap of Borrower’s consolidated total assets in exchange for services or other assets of comparable or greater value or usefulness to the business as of the Borrower and its Subsidiaries as a whole, as determined in good faith by the management last day of the Borrower; (o) any issuance or sale fiscal year immediately preceding the date of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and; (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights; (s) Permitted Intercompany Activities, the Spin-Off Transaction and related transactions; and (t) the Timeshare Disposition (individually or in the aggregate); provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e), (i), (k), (p), (r) and (s) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoingdetermination.

Dispositions. Neither the Borrower nor Each Loan Party will not, and will not permit any of the Restricted its Subsidiaries shall, directly or indirectlyto, make a Disposition of such Loan Party’s or such other Person’s assets (including Accounts and Capital Stock of Subsidiaries) to any Person in one transaction or a series of transactions, unless such Disposition, except: (a) (i) Dispositions is of obsolete, worn out or surplus property, whether now owned property or hereafter acquired, in the ordinary course of business and Dispositions of property no longer not used or useful in such Person’s business at the conduct time of the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of property no longer used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000such Disposition; (b) is for fair market value and the following conditions are met: (i) the aggregate fair market value of Dispositions made in reliance on this clause (b) during any fiscal year does not exceed $10,000,000; (ii) immediately prior to and immediately after giving effect to such Disposition, no Default or Event of inventory Default shall have occurred and be continuing or goods would result therefrom; (iii) the Borrower applies any Net Disposition Proceeds arising therefrom pursuant to Section 4.02(a)(ii); and (iv) no less than seventy-five percent (75%) of the consideration received for such sale, transfer, lease, contribution or other assets, including timeshare and residential assets, furniture and equipment) held for sale and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned conveyance is received in the ordinary course of business), in each case, in the ordinary course of businesscash; (c) Dispositions is a sale of Inventory in the Ordinary Course of Business; (d) is the leasing, as lessor, of real or personal property not used or useful in such Person’s business and is otherwise in the Ordinary Course of Business; (e) is a sale or disposition of equipment or other assets, to the extent that (i) such property equipment is exchanged for credit against the purchase price of similar replacement property equipment or (ii) assets or the proceeds of such Disposition Dispositions are reasonably promptly applied to the purchase price of such similar replacement property; (d) Dispositions equipment, all in the Ordinary Course of property to the Borrower or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan Party or (ii) if such transaction constitutes an Investment, such transaction is permitted under Business and in accordance with Section 7.02; (e) to the extent constituting Dispositions, transactions permitted by Sections 7.01, 7.02 (other than Section 7.02(e4.02(a)(ii)), 7.04 (other than Section 7.04(f)) and 7.06; (f) any conversions of hotel properties into timeshare or residential properties and the sale is an abandonment, allowing to lapse, failure to renew, or other disposition Disposition of assets created any IP Rights that are not material to the conduct of the business of any Loan Party or any Subsidiary of such Loan Party or are otherwise not economically practicable to maintain (it being understood, for the avoidance of doubt, that any IP Rights denoted with a “*” in such conversionsSchedule 5 of the Perfection Certificate and Schedule 7.14(d) of the Loan Agreement are not material and are not economically practicable to maintain); (g) Dispositions of Cash Equivalentsis otherwise permitted by Section 9.02, 9.03 or 9.05; (h) is by any Loan Party or Subsidiary thereof to any Loan Party; (i) is by any Subsidiary that is not a Loan Party to any Loan Party or any other Subsidiary that is not a Loan Party; or (j) are leases, subleases, licenses or sublicenses of property (including the provision of software under an open source license)and, in each case with respect to technology or IP Rights, solely on a non-exclusive basis) in the ordinary course Ordinary Course of business Business ;provided, that, and which do not materially interfere with notwithstanding anything to the business of the Borrower or contrary in this Section 9.04, no Loan Party nor any of its Restricted Subsidiaries Subsidiaries, may Dispose of any Key IP other than (i) by any Loan Party or any Subsidiary thereof to any Loan Party and (ii) Dispositions of intellectual property that do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries so long as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual property; (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty Event; (j) Dispositions of property; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists), no Default shall exist or would result from such Disposition and (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $150,000,000, the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a9.02(a), (f), (k), (p), (q), (r)(i), (r)(ii), (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents9.02(g) and (ee) (only to the extent the Obligations are secured by such cash and Cash Equivalents9.02(i); provided, however, that for the purposes of this clause (j)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed 5.00% of Total Assets at any time (net of any non-cash consideration converted into cash and Cash Equivalents); (k) any Disposition of Securitization Assets (or of the Equity Interests in a Subsidiary, substantially all of the assets of which are Securitization Assets) to a Securitization Subsidiary; (l) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business; (m) Dispositions of property pursuant to sale-leaseback transactions; provided that the fair market value of all property so Disposed of after the Closing Date shall not exceed $100,000,000; (n) any swap of assets in exchange for services or other assets of comparable or greater value or usefulness to the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Borrower; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and; (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights; (s) Permitted Intercompany Activities, the Spin-Off Transaction and related transactions; and (t) the Timeshare Disposition (individually or in the aggregate); provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e), (i), (k), (p), (r) and (s) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

Dispositions. Neither the Borrower nor any of the Restricted Subsidiaries shall, directly or indirectly, make Make any Disposition, except: (a) (i) Dispositions of obsolete, worn out out, used or surplus property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of property no longer used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000Subsidiaries; (b) Dispositions of inventory or inventory, goods (or other assets, including timeshare and residential assets, furniture and equipment) held for sale in the ordinary course of business and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to other than the lapse or go abandoned abandonment of IP Rights, which is governed by clause (r) of this Section 7.05) and termination of leases and licenses in the ordinary course of business), in each case, in the ordinary course including but not limited to a voluntary or mandatory recall of businessany product; (c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such similar replacement property; (d) Dispositions of property to the Borrower or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan Party or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.027.02 (other than 7.02(e) or (h)); (e) to the extent constituting Dispositions, transactions permitted by Sections 7.01(i) Section 7.01 (other than (7.01(i), (l)(ii) or (q)(z)), (ii) Section 7.02 (other than Section 7.02(e) or (m)), (iii) Section 7.04 (other than Section 7.04(f)) and 7.06(iv) Section 7.06 (other than 7.06(d)); (f) any conversions of hotel properties into timeshare or residential properties and the sale or other disposition of assets created in such conversions[reserved]; (g) Dispositions of cash and Cash Equivalents; (h) (i) leases, subleases, licenses or sublicenses (including the provision of software under an open source license)license or the licensing of other intellectual property rights) and terminations thereof, in each case in the ordinary course of business and which do not not, in the reasonable business judgment of the Borrower, materially interfere with the business of the Borrower or any of and its Restricted Subsidiaries (taken as a whole) and (ii) Dispositions of intellectual property that IP Rights, and inbound and outbound licenses to IP Rights, in each case in the ordinary course of business and that, in the reasonable business judgment of the Borrower, do not materially interfere in any material respect with the business of the Borrower or any of and its Restricted Subsidiaries so long (taken as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual propertywhole); (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty EventEvents; (j) Dispositions of propertyproperty (including sale-leaseback transactions); provided that (i) at the time of such Disposition (other than any or, if earlier, as of the date of a definitive agreement with respect to such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists)Disposition, no Event of Default shall exist have occurred and been continuing or would result from such Disposition and Disposition, (ii) with respect to any Disposition pursuant to this clause (jSection 7.05(j) for a purchase price in an aggregate amount in excess of the greater of $150,000,0003,250,000 and 5.00% of Consolidated EBITDA individually (and the greater of $6,500,000 and 10.00% of Consolidated EBITDA in the aggregate for any fiscal year when taken together with any Dispositions that were excluded in such fiscal year) of the Borrower (determined on a Pro Forma Basis in accordance with Section 1.09), the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (p), (q), (r)(i), (r)(ii), (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee) (only to the extent the Obligations are secured by such cash and Cash EquivalentsPermitted Liens); provided, however, that for the purposes of this clause (j)(iiii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate a fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed 5.00the greater of $6,500,000 and 10% of Total Assets Consolidated EBITDA (determined on a Pro Forma Basis in accordance with Section 1.09) at any time time; and (net of any non-cash consideration converted into cash and Cash Equivalents)iii) such Disposition is for fair market value as reasonably determined by the Borrower in good faith; (k) any Disposition Dispositions of Securitization Assets non-core assets (including in connection with Permitted Acquisitions or of the Equity Interests in a Subsidiary, substantially all of the assets of which are Securitization Assets) to a Securitization Subsidiaryother Investments); (l) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business; (m) Dispositions of property pursuant to sale-leaseback transactions; provided that to the fair market value of extent the aggregate Net Proceeds from all property so Disposed of after such Dispositions since the Closing Date exceeds the greater of $6,500,000 and 10% of Consolidated EBITDA, such excess shall not exceed $100,000,000be reinvested in accordance with the definition of “Net Proceeds” or otherwise applied to prepay Loans in accordance with Section 2.05(b)(ii); (n) any swap of assets in exchange for services or other assets in the ordinary course of business of comparable or greater value or usefulness to the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Borrower; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and; (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (q) the unwinding or settling of any Swap Contract; (r) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights;Rights that are not material to the conduct of the business of the Loan Parties as currently conducted; and (s) Permitted Intercompany Activities, other Dispositions in an aggregate amount since the Spin-Off Transaction Closing Date of not more than the greater of $4,100,000 and related transactions; and 6.25% of Consolidated EBITDA of the Borrower (t) the Timeshare Disposition (individually or determined on a Pro Forma Basis in the aggregateaccordance with Section 1.09); provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(eXxxxxxxx 0.00(x), (ix), (kx), (px), (rx), (x), (x), (x) and (sr) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such property at the time of such DispositionDisposition as determined by the Borrower in good faith. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect or evidence the foregoing.

Dispositions. Neither the Borrower nor any of the Restricted Subsidiaries shall, directly or indirectly, make Make any Disposition, except: (a) (i) Dispositions of obsolete, worn out out, used or surplus property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of the Borrower Parent or any of its Restricted Subsidiaries and (ii) Dispositions of property no longer used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000Subsidiaries; (b) Dispositions of inventory in the ordinary course of business or consistent with past practice, goods (or other assets, including timeshare and residential assets, furniture and equipment) held for sale in the ordinary course of business and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property IP Rights to lapse or go abandoned in the ordinary course of business), in each case, ) and termination of leases and licenses in the ordinary course of business; (c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (d) Dispositions of property (including Equity Interests in or Indebtedness of Foreign Subsidiaries) to the Borrower Parent or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan Party or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.027.02 (other than Section 7.02(e) or (h)); (e) to the extent constituting Dispositions, transactions permitted by Sections 7.01(i) Section 7.01 (other than Section 7.01(i) and (l)(ii)), (ii) Section 7.02 (other than Section 7.02(e) or (h)), (iii) Section 7.04 (other than Section 7.04(f7.04(g)) and 7.06(iv) Section 7.06 (other than 7.06(d)); (f) any conversions of hotel properties into timeshare or residential properties and Dispositions to consummate the sale or other disposition of assets created in such conversionsTransactions; (g) Dispositions of cash and Cash Equivalents; (ih) leases, subleases, licenses or sublicenses (including the provision licenses and sublicenses of software under an open source license)or other IP Rights) and terminations thereof, in each case in the ordinary course of business business, and which do not materially interfere with the business of the Borrower or any of Parent and its Restricted Subsidiaries (taken as a whole) and (ii) Dispositions of intellectual property IP Rights (including inbound licenses) that do not materially interfere with are no longer material to the business of the Borrower or any of Parent and its Restricted Subsidiaries so long as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual propertySubsidiaries; (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty EventEvents; (j) Dispositions of property; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default existshas occurred and is continuing), no Event of Default shall exist have occurred and be continuing or would result from such Disposition and Disposition, (ii) with respect to any Disposition Dispositions pursuant to this clause (jSection 7.05(j) for a an aggregate purchase price for all such Dispositions in excess of $150,000,0009,375,000 in any fiscal year, the Borrower Parent or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual non-consensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (l), (m), (n), (p), (q), (r)(i), (r)(ii), (s), (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents), (jj) and (eekk) (only to the extent the Obligations are secured by such cash and Cash Equivalents)); provided, however, that for the purposes of this clause (j)(iiii), the following shall be deemed to be cash: (A) any liabilities (as shown on the BorrowerParent’s (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings Parent or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower Parent and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower Parent or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower Parent or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by the Borrower Parent or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed 5.00the greater of $12,500,000 and 18.75% of Total Assets LTM EBITDA at any time and (net iii) Parent or the applicable Restricted Subsidiary complies with the applicable provision of any non-cash consideration converted into cash and Cash EquivalentsSection 2.05(b); (k) any Disposition Dispositions of Securitization Assets non-core assets acquired in connection with Permitted Acquisitions or other Investments; provided that (or i) the aggregate amount of such sales shall not exceed 25% of the Equity Interests in a Subsidiary, substantially all fair market value of the assets of which are Securitization Assetsacquired entity or business and (ii) to a Securitization Subsidiaryeach such sale is in an arm’s-length transaction and Parent or the respective Restricted Subsidiary receives at least fair market value in exchange therefor; (l) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business; (m) Dispositions of property pursuant to sale-leaseback transactions; provided that to the fair market value of extent the aggregate Net Proceeds from all property so Disposed of after such Dispositions since the Closing Date exceeds $12,500,000, such excess shall not exceed $100,000,000be reinvested in accordance with the definition of “Net Proceeds” or otherwise shall be applied to prepay Loans in accordance with Section 2.05(b)(ii); (n) any swap of assets in exchange for services or other assets in the ordinary course of business of comparable or greater value or usefulness to the business of the Borrower Parent and its Subsidiaries as a whole, as determined in good faith by the management of the BorrowerParent; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and; (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (q) the unwinding or settlement of any Swap Contract; (r) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights; (s) Permitted Intercompany ActivitiesDispositions constituting any part of a reorganization and other activities related to tax planning or tax reorganization that do not impair the security interests granted to the Administrative Agent for the benefit of the Secured Parties and are otherwise not materially adverse to the Lenders and after giving effect to such Investment, reorganization or other activity, Holdings, Borrower and the SpinRestricted Subsidiaries comply with Section 6.11; (t) [intentionally omitted]; (u) Dispositions of non-Off Transaction and related transactionsCollateral assets in an aggregate amount not to exceed $12,500,000; and (tv) Dispositions pursuant to agreements, instruments or arrangements in existence on the Timeshare Disposition (individually or in the aggregateClosing Date and set forth on Schedule 7.05(v); provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(eXxxxxxxx 0.00(x), (ix), (kx), (px), (rx), (x), (x), (x), (x), (x), (x) and (s) t), and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such property at the time of such DispositionDisposition as determined by Parent in good faith. To Subject to the terms, conditions and provisions of the Intercreditor Agreements, 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. Neither Holdings and the Borrower nor will not, and will not permit any of the Restricted their respective Subsidiaries shallto, directly or indirectly, make Dispose of any Disposition, of its assets except: (a) issuances of Qualified Equity Interests by (i) Dispositions any Subsidiary of obsoletea Loan Party to a Loan Party, worn out or surplus property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of property no longer used or useful in the conduct of the business of the Borrower to Holdings, in each case subject to the Collateral and its Restricted Subsidiaries outside the ordinary course of business (Guarantee Requirement and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000Section 2.7(b)(i)(B); (bi) Dispositions any Disposition by (A) any Loan Party to any other Loan Party or (B) a Non-Loan Party Subsidiary to another Non-Loan Party Subsidiary or, if in compliance with Section 7.9, any Loan Party, in each case so long as the Collateral and Guarantee Requirement is satisfied after giving effect thereto, (ii) the collection of inventory or goods (or accounts receivable and other assets, including timeshare and residential assets, furniture and equipment) held for sale and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned obligations in the ordinary course of business), and the discount, write-off or other Disposition of accounts receivable overdue by more than thirty (30) days or the sale of any such accounts receivable for the purposes of collection to any collection agency, in each case, in the ordinary course of business, (iii) any Disposition of inventory, products, services, accounts receivable, cash, Cash Equivalents or other current assets or financial instruments, in each case in the ordinary course of business, (iv) Dispositions of worn out, damaged, unserviceable, uneconomical, surplus, outdated or obsolete assets, and assets that are no longer useful in the business of Holdings or its Subsidiaries or that are no longer necessary therefor and (v) any Disposition constituting the surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or other litigation claims in the ordinary course of business, or the write-off or write-down of any asset; (c) Dispositions the use or transfer of money, cash or Cash Equivalents in a manner that is not prohibited by the terms of this Credit Agreement or the other Loan Documents; (d) the licensing and sublicensing on a non-exclusive basis of patents, trademarks, copyrights, and other Intellectual Property rights in the ordinary course of business, and the leasing, subleasing, licensing and sublicensing of any other property (and the termination of any of the foregoing); (e) the granting of Liens permitted hereunder and the other transactions permitted by Section 7.2, Section 7.4, Section 7.8 and, to the extent that not otherwise permitted under this Section 7.5, Section 7.3; (f) any Casualty Event and the Disposition of any property subject thereto; (g) the abandonment, cancellation, lapse, expiry or other Disposition of Intellectual Property of a Loan Party or Subsidiary to the extent, in such Loan Party’s reasonable business judgment, not economically desirable in the conduct of such Loan Party’s business or so long as such abandonment, cancellation, lapse, expiry or other Disposition is not materially adverse to the interests of the Lenders and (ii) the lapse or expiration of Intellectual Property in accordance with their statutory terms; (h) the Disposition of assets (other than Equity Interests of any Wholly-Owned Subsidiary) for at least fair market value, so long as (i) no Default then exists or would immediately result therefrom, (ii) at least 75% of the consideration received by the applicable Loan Party consists of cash or Cash Equivalents and is paid at the time of the closing of such sale (provided that the following shall be deemed to be cash or Cash Equivalents: the amount of any Indebtedness or other liabilities of Holdings or any Subsidiary that are assumed by the transferee of any such assets), (iii) the Net Cash Proceeds therefrom are applied and/or reinvested as (and to the extent) required by Section 2.7(b)(i)(A) and (iv) the aggregate amount of cash and non-cash proceeds received from all assets sold pursuant to this clause (h) shall not exceed the greater of (x) $7,500,000 and (y) 7.5% of Consolidated Total Assets in the aggregate during the term of this Credit Agreement (for this purpose, using the fair market value of property other than cash and Cash Equivalents); (i) Dispositions of equipment or Real Property to the extent such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (d) Dispositions of property to the Borrower for other equipment or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan Party or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02; (e) to the extent constituting Dispositions, transactions permitted by Sections 7.01, 7.02 (other than Section 7.02(e)), 7.04 (other than Section 7.04(f)) and 7.06; (f) any conversions of hotel properties into timeshare or residential properties and the sale or other disposition of assets created in such conversions; (g) Dispositions of Cash Equivalents; (i) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of intellectual property that do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries so long as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual property; (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty EventReal Property; (j) Dispositions of property; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists), no Default shall exist or would result from such Disposition and (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess comprising the unwinding or terminating of $150,000,000, the Borrower hedging arrangements or transactions contemplated by any of its Restricted Subsidiaries shall receive Swap Agreement which are not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (p), (q), (r)(i), (r)(ii), (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee) (only to the extent the Obligations are secured by such cash and Cash Equivalents)prohibited hereunder; provided, however, that for the purposes of this clause (j)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed 5.00% of Total Assets at any time (net of any non-cash consideration converted into cash and Cash Equivalents);and (k) any Disposition of Securitization Assets (or of the Equity Interests in a Subsidiary, substantially all of the assets of which are Securitization Assets) to a Securitization Subsidiary; (l) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business; (m) Dispositions of property pursuant to sale-leaseback transactions; provided that the fair market value of all property so Disposed of after the Closing Date shall not exceed $100,000,000; (n) any swap of assets in exchange for services or other assets of comparable or greater value or usefulness to the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Borrower; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and; (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary to, contractual buy/sell arrangements between, between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) the lapse or abandonment in the ordinary course . For purposes of business of any registrations or applications for registration of any immaterial IP Rights; (s) Permitted Intercompany Activities, the Spin-Off Transaction and related transactions; and (t) the Timeshare Disposition (individually or in the aggregate); provided that any Disposition of any property pursuant to determining compliance with this Section 7.05 (except pursuant to Sections 7.05(e)7.5, (i), ) a Disposition need not be permitted solely by reference to one of the categories described in clauses (a) through (k)) but may be permitted in part under any combination thereof, (p), (r) and (sii) in the event that a Disposition (or any part thereof) meets the criteria of more than one of the categories described in clauses (a) through (k) above, Holdings and except for Dispositions from the Borrower will be permitted, in their discretion, to classify such Disposition on the date of its occurrence, or later reclassify all or a Loan Party to any other Loan Party) shall be for no less than the fair market value of such property at the time portion of such Disposition. To the extent , in any Collateral is Disposed of as expressly permitted by manner that complies with 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 foregoingSection.

Dispositions. Neither the Borrower Company nor any of the Restricted Subsidiaries shall, directly or indirectly, make any Disposition, except: (a) (i) Dispositions of obsolete, worn out or surplus property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of the Borrower Company or any of its Restricted Subsidiaries and (ii) Dispositions of property no longer used or useful in the good faith determination of the Company in the conduct of the business of the Borrower Company and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000); (b) Dispositions of vacation ownership intervals or other inventory (whether developed, “just-in-time” or fee-for service) or goods (or other assets, including timeshare and residential assets, furniture and equipment) held for sale and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned in the ordinary course of business), in each case, in the ordinary course of business; (c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (d) Dispositions of property to the Borrower Company or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan Party or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02; (e) to the extent constituting Dispositions, transactions permitted by Sections 7.01, 7.02 (other than Section 7.02(e)), 7.04 (other than Section 7.04(f)) and 7.06; (f) any conversions Dispositions of hotel properties into timeshare or residential properties and the sale land or other disposition real property, whether vacant, unused or improved, in each case in the ordinary course of assets created business or otherwise in such conversionsconnection with a vacation ownership interval transaction; (g) Dispositions of Cash Equivalents; (i) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower Company or any of its Restricted Subsidiaries and (ii) Dispositions of intellectual property that do not materially interfere with the business of the Borrower Company or any of its Restricted Subsidiaries so long as the Borrower Company or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual property; (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty Event; (j) Dispositions of property; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists), no Default shall exist or would result from such Disposition and (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $150,000,00050,000,000, the Borrower Company or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (p), (q), (r)(i), (r)(ii), (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee) (only to the extent the Obligations are secured by such cash and Cash Equivalents); provided, however, that for the purposes of this clause (j)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown on the BorrowerCompany’s (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower Company and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower Company or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower Company or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by the Borrower Company or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed the greater of (a) $75,000,000 and (b) 5.00% of Total Assets at any time (net of any non-cash consideration converted into cash and Cash Equivalents); (k) any Disposition of Securitization Assets (or of the Equity Interests in a Subsidiary, substantially all of the assets of which are Securitization Assets) to a Securitization Subsidiary; (l) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business; (m) Dispositions of property pursuant to sale-leaseback transactions; provided that the fair market value of all property so Disposed of after the Closing Date shall not exceed $100,000,000; (n) any swap of assets in exchange for services or other assets of comparable or greater value or usefulness to the business of the Borrower Company and its Subsidiaries as a whole, as determined in good faith by the management of the BorrowerCompany; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and; (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights;; and (s) Permitted Intercompany Activities, the Spin-Off Transaction and related transactions; and (t) the Timeshare Disposition (individually or in the aggregate); provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e), (i), (k), (p), (r) and (s) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

Dispositions. Neither the Borrower nor No Joint Obligor will, or will permit any of the Restricted its Subsidiaries shall, directly or indirectlyto, make any Disposition, except: other than: (a1) any Disposition by a Joint Obligor to another Joint Obligor or by a Subsidiary (iother than a Joint Obligor) Dispositions to a Joint Obligor or any Wholly-Owned Subsidiary; (2) any Disposition of obsoleteinventory, supplies, material, equipment, patents, copyrights, proprietary software, service marks, trademarks, sanitary registrations, permits or marketing authorizations, the Group’s intellectual property or trade names, or rights thereto, in each case, in the ordinary course of business; (3) any Disposition of damaged, obsolete or worn out or surplus property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of the Borrower or any of its Restricted Subsidiaries and business; (ii) Dispositions of property no longer used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000; (b) Dispositions of inventory or goods (or other assets, including timeshare and residential assets, furniture and equipment) held for sale and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned in the ordinary course of business), in each case, in the ordinary course of business; (c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii4) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (d) Dispositions of property to the Borrower or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Partyliquidation, (i) the transferee thereof must be a Loan Party or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02; (e) to the extent constituting Dispositions, transactions permitted by Sections 7.01, 7.02 (other than Section 7.02(e)), 7.04 (other than Section 7.04(f)) and 7.06; (f) any conversions of hotel properties into timeshare or residential properties and the sale or other disposition use of assets created in such conversions; (g) Dispositions of Cash Equivalents; (i) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case cash and cash equivalents for fair market value in the ordinary course of business and not prohibited by this Agreement; (5) the granting of licenses, sublicenses, leases or subleases to other Persons in the ordinary course of business which do not materially interfere in any material respect with the business of the Borrower Parent Guarantor and its Affiliates; (6) any Disposition over factoring of book debts or accounts receivable subject to a Lien permitted by Section 5.02(v)(q); and (7) any Disposition of properties of the Joint Obligors and/or any of its Restricted their Subsidiaries not otherwise permitted by the foregoing clauses (1) through (7), which, individually or consolidated, (x) in a fiscal year do not exceed 7.5% of the Consolidated Total Assets, and (iiy) Dispositions from the date of intellectual property that this Agreement until its termination date do not materially interfere exceed 15% of Consolidated Total Assets. The foregoing with the business of the Borrower or understanding that, in addition, any of its Restricted Subsidiaries so long as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual property; (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty Event; (j) Dispositions of property; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists)(1) through (8) above shall only be permitted to the extent that such Disposition is made on an arm’s length basis, no Default shall exist or would result from such Disposition and (ii) all related transactions are carried out in accordance with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $150,000,000, the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (p), (q), (r)(i), (r)(ii), (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee) (only to the extent the Obligations are secured by such cash and Cash Equivalents); provided, however, that for the purposes of this clause (j)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Dispositionlaw, and (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed 5.00% of Total Assets at any time (net of any non-cash consideration converted into cash and Cash Equivalents); (k) any Disposition of Securitization Assets (or of the Equity Interests in a Subsidiary, substantially all of the assets of which are Securitization Assets) to a Securitization Subsidiary; (l) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business; (m) Dispositions of property pursuant to sale-leaseback transactions; provided that the fair market value of all property so Disposed of after the Closing Date shall not exceed $100,000,000; (n) any swap of assets in exchange for services or other assets of comparable or greater value or usefulness to the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Borrower; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and; (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) the lapse or abandonment in the ordinary course of business of any registrations the respective Joint Obligor or applications for registration of any immaterial IP Rights; (s) Permitted Intercompany Activities, the Spin-Off Transaction and related transactions; and (t) the Timeshare Disposition (individually or in the aggregate); provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e), (i), (k), (p), (r) and (s) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoingSubsidiary.

Dispositions. Neither the Borrower nor Make any of the Restricted Subsidiaries shall, directly Disposition or indirectly, enter into any agreement to make any DispositionDisposition (other than as part of or in connection with the Transactions), except: (a) (i) Dispositions of obsolete, worn out out, used or surplus property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of the Parent Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of property no longer used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000Subsidiaries; (b) Dispositions of inventory or inventory, goods (or other assets, including timeshare and residential assets, furniture and equipment) held for sale in the ordinary course of business and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned in the ordinary course of business), in each case, ) in the ordinary course of business; (c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (d) Dispositions of property to the Parent Borrower or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan Party or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02; (e) to the extent constituting Dispositions, transactions permitted by Sections 7.01, 7.02 (other than Section 7.02(e)), 7.04 (other than Section 7.04(f7.04(g)) and 7.067.06 (other than 7.06(d)); (f) any conversions of hotel properties into timeshare or residential properties and the sale or other disposition of assets created in such conversions[Reserved]; (g) Dispositions of Cash Equivalents; (i) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and which do not materially interfere with the business of the Parent Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of intellectual property that do not materially interfere with the business of the Parent Borrower or any of its Restricted Subsidiaries so long so as the Parent Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual property; (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty EventEvents; (j) Dispositions of property; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default existshas occurred and is continuing), no Default shall exist have occurred and been continuing or would result from such Disposition and Disposition, (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $150,000,000, 15,000,000 the Parent Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (l), (p), (q), (r)(i), (r)(ii), (s) and (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee) (only to the extent the Obligations are secured by such cash and Cash Equivalents)); provided, however, that for the purposes of this clause (j)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Parent Borrower’s (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings the Parent Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Parent Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Parent Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Parent Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by the Parent Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed 5.00the greater of $50,000,000 and 1.25% of Total Assets at any time (net of any non-cash consideration converted into cash and Cash Equivalents) and (iii) to the extent the aggregate amount of Net Proceeds received by the Borrower or a Restricted Subsidiary from Dispositions made pursuant to this Section 7.05(j) in the aggregate exceeds $100,000,000 in any fiscal year, with unused amounts in any fiscal year being carried over to the next succeeding fiscal year only (provided that if any such amount is carried over, it will be deemed used in the applicable subsequent fiscal year only after the amount available in such subsequent fiscal year has been fully used), plus any amount available pursuant to this clause (iii) in the next succeeding fiscal year only (which amount will be permanently reduced if used in the current fiscal year) subject to a maximum of $200,000,000 in any fiscal year, all Net Proceeds in excess of such amount in such fiscal year shall be applied to prepay Loans in accordance with Section 2.05(b)(ii) and may not be reinvested in the business of the Parent Borrower or a Restricted Subsidiary; (k) any Disposition of Securitization Assets (or of the Equity Interests in a Subsidiary, substantially all of the assets of which are Securitization Assets) to a Securitization Subsidiary[Reserved]; (l) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business; (m) Dispositions of property pursuant to sale-leaseback transactions; provided that to the fair market value of extent the aggregate Net Proceeds from all property so Disposed of after such Dispositions since the Closing Date shall not exceed exceeds $100,000,000, such excess may be reinvested in accordance with the definition of “Net Proceeds” or otherwise applied to prepay Loans in accordance with Section 2.05(b)(ii); (n) any swap of assets in exchange for services or other assets in the ordinary course of business of comparable or greater value or usefulness to the business of the Parent Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Parent Borrower; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and; (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (q) the unwinding of any Swap Contract; (r) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights;; and (s) Permitted Intercompany Activitiesany Disposition of Securitization Assets to a Securitization Subsidiary; provided that to the extent the aggregate Net Proceeds from all such Dispositions since the Closing Date exceeds $100,000,000, the Spin-Off Transaction such excess shall be applied to prepay Loans in accordance with Section 2.05(b)(ii) and related transactions; and (t) the Timeshare Disposition (individually or may not be reinvested in the aggregate)business of the Parent Borrower or a Restricted Subsidiary; provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e), (i), (kp), (pq), (r) and (s) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such property at the time of such DispositionDisposition as determined by the Parent Borrower in good faith. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

Dispositions. Neither the Borrower No Account Party will, nor will it permit any of its Significant Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily (any of the Restricted Subsidiaries shallforegoing being referred to in this Section as a “Disposition” and any series of related Dispositions constituting but a single Disposition), directly any of its properties or indirectlyassets, make any Dispositiontangible or intangible (including but not limited to sale, assignment, discount or other disposition of accounts, contract rights, chattel paper or general intangibles with or without recourse), except: (a) (i) Dispositions of obsolete, worn out or surplus property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used involving (i) current assets or useful in the conduct of the business of the Borrower other invested assets classified on such Account Party’s or any of its Restricted Subsidiaries and Significant Subsidiary’s or their respective Subsidiaries’ balance sheet as available for sale or as a trading account or as held to maturity, (ii) Dispositions of property no longer used or useful investments in the conduct of the business of the Borrower Affiliates (which are not Subsidiaries) such as closed end funds, limited partnerships, limited liability companies and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000; (b) Dispositions of inventory or goods (or other assetssimilar investment vehicles, including timeshare and residential assetsfunds managed by investment manager Affiliates, furniture and equipment) held for sale and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned in the ordinary course of business)that, in each case, in are accounted for under the ordinary course equity method of business; (c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property accounting or (iiiii) the proceeds equity interests in investment funds and limited partnerships and unrated tranches of such Disposition are promptly applied to the purchase price of such replacement property; (d) Dispositions of property to the Borrower or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan collateralized debt obligations for which an Account Party or (ii) if such transaction constitutes an InvestmentSignificant Subsidiary or their respective Subsidiaries do not have sufficient rights of ownership to follow the equity method of accounting and other investments that may be classified as “Other Investments”, such transaction is permitted under Section 7.02; (e) to the extent constituting Dispositions“Other Assets”, transactions permitted by Sections 7.01, 7.02 (other than Section 7.02(e)), 7.04 (other than Section 7.04(f)) and 7.06; (f) any conversions of hotel properties into timeshare “Other Liabilities” or residential properties and the sale or other disposition of assets created in such conversions; (g) Dispositions of “Cash Equivalents; (i) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of intellectual property that do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries so long as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual property; (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty Event; (j) Dispositions of property; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists), no Default shall exist or would result from such Disposition and (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $150,000,000, the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (p), (q), (r)(i), (r)(ii), (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee) (only to the extent the Obligations are secured by such cash and Cash Equivalents); provided, however, that for the purposes of this clause (j)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown ” on the Borrower’s (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed 5.00% of Total Assets at any time (net of any non-cash consideration converted into cash and Cash Equivalents); (k) any Disposition of Securitization Assets (or of the Equity Interests in a Subsidiary, substantially all of the assets of which are Securitization Assets) to a Securitization Subsidiary; (l) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business; (m) Dispositions of property pursuant to sale-leaseback transactions; provided that the fair market value of all property so Disposed of after the Closing Date shall not exceed $100,000,000; (n) any swap of assets in exchange for services or other assets of comparable or greater value or usefulness to the business of the Borrower XL Group and its Subsidiaries as a whole, as determined in good faith by the management of the Borrowerconsolidated Subsidiaries; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and; (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights; (s) Permitted Intercompany Activities, the Spin-Off Transaction and related transactions; and (t) the Timeshare Disposition (individually or in the aggregate); provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e), (i), (k), (p), (r) and (s) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

Dispositions. Neither the Borrower nor Make any of the Restricted Subsidiaries shall, directly or indirectly, make any Disposition, Disposition except: (a) (i) Dispositions of obsolete, surplus or worn out or surplus property, whether now owned or hereafter acquired, in 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 in, or any of its Restricted Subsidiaries and (ii) Dispositions of property no longer used or useful in material to, the conduct of the business of the Borrower and its the Restricted Subsidiaries outside and any dispositions of Capital Stock, properties or assets in a single transaction or series of related transactions with a fair market value (as determined in good faith by the ordinary course Borrower) of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed less than $25,000,00025,000,000 per year; (b) Dispositions of inventory or goods (or and other assets, including timeshare and residential assets, furniture and equipment) held for sale and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned in the ordinary course of business), in each case, in the ordinary course of business; (c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (d) Dispositions of property to the Borrower or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, then (i) the transferee thereof must be a Loan Party or Party, (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02; (e) to the extent constituting Dispositionsa Disposition to a Restricted Subsidiary that is not a Loan Party, transactions permitted by Sections 7.01, 7.02 (other than Section 7.02(e)), 7.04 (other than Section 7.04(f)) such Disposition is for fair value and 7.06; (f) any conversions of hotel properties into timeshare or residential properties and the sale promissory note or other disposition of assets created in such conversions; (g) Dispositions of Cash Equivalents; (i) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of intellectual property that do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries so long as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual property; (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty Event; (j) Dispositions of property; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists), no Default shall exist or would result from such Disposition and (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $150,000,000, the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (p), (q), (r)(i), (r)(ii), (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee) (only to the extent the Obligations are secured by such cash and Cash Equivalents); provided, however, that for the purposes of this clause (j)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration in respect thereof is received) not to exceed 5.00% of Total Assets at any time (net of any non-cash consideration converted into cash and Cash Equivalents); (k) any Disposition of Securitization Assets (or of the Equity Interests a permitted Investment in a Subsidiary, substantially all of the assets of which are Securitization Assets) to a Securitization Subsidiary; (l) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business; (m) Dispositions of property pursuant to sale-leaseback transactions; provided that the fair market value of all property so Disposed of after the Closing Date shall not exceed $100,000,000; (n) any swap of assets in exchange for services or other assets of comparable or greater value or usefulness to the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Borrower; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiarythat is not a Loan Party in accordance with Section 7.02 or (iii) and; (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required byconstituting an Investment, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth such Investment must be a permitted Investment in joint venture arrangements and similar binding arrangements; (r) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights; (s) Permitted Intercompany Activities, the Spin-Off Transaction and related transactions; and (t) the Timeshare Disposition (individually or in the aggregate); provided a Restricted Subsidiary that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e), (i), (k), (p), (r) and (s) and except for Dispositions from is not a Loan Party to any other Loan Partyin accordance with Section 7.02; NY\6127033.17 (e) shall be for no less than the fair market value Dispositions consisting of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly Investments permitted by this Section 7.05 to any Person other than a Loan Party7.02, such Collateral shall be sold free fundamental changes under Section 7.04 and clear of the Restricted Payments under Section 7.06 and Liens created permitted 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.Section 7.01;

Dispositions. Neither the Borrower nor any of the Restricted Subsidiaries shall, directly or indirectly, make any DispositionDisposition of property with a fair market value in excess of $2,500,000, except: (a) (i) Dispositions of obsolete, worn out or surplus property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of property no longer used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (ji) below) in an aggregate amount not to exceed $25,000,000); (b) Dispositions of inventory or goods (or other assets, including timeshare and residential assets, furniture and equipment) held for sale sale, intellectual property licensed to customers and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned in the ordinary course of business), in each case, in the ordinary course of business; (c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (d) Dispositions of property to the Borrower or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan Party or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02; (e) to the extent constituting Dispositions, transactions permitted by Sections 7.01, 7.02 (other than Section 7.02(e)), 7.04 (other than Section 7.04(f)) and 7.06; (f) any conversions of hotel properties into timeshare or residential properties and the sale or other disposition of assets created in such conversions; (g) Dispositions of Cash Equivalents; (g) (i) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of intellectual property that do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries so long as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual propertySubsidiaries; (ih) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty EventEvents; (ji) Dispositions of property; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists), no Default shall exist or would result from such Disposition and (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $150,000,000, the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (p), (q), (r)(i), (r)(ii), (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee) (only to the extent the Obligations are secured by such cash and Cash Equivalents)); provided, however, that for the purposes of this clause (j)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed 5.00the greater of $10,000,000 and 0.8% of Total Assets at any time (net of any non-cash consideration converted into cash and Cash Equivalents); (kj) any Disposition of Securitization Assets (or of the Equity Interests in a Subsidiary, substantially all of the assets of which are Securitization Assets) to a Securitization Subsidiary; (lk) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business; (ml) Dispositions of property pursuant to sale-leaseback transactionsSale Leaseback Transactions; provided that the fair market value of all property so Disposed of after the Closing Date shall not exceed $100,000,00020,000,000; (nm) any swap of assets in exchange for services or other assets of comparable or greater value or usefulness to the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Borrower; (on) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and; (po) the unwinding of any Swap Contract pursuant to its terms; (qp) 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;; and (rq) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights; (s) Permitted Intercompany Activities, the Spin-Off Transaction and related transactions; and (t) the Timeshare Disposition (individually or in the aggregate); . provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e), (ih), (kj), (p), (ro) and (sq) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

Dispositions. Neither the Borrower nor Make any of the Restricted Subsidiaries shall, directly Disposition or indirectly, enter into any agreement to make any DispositionDisposition (other than as part of or in connection with the transactions contemplated by the Loan Documents), except: (a) (i) Dispositions of obsolete, redundant, surplus or worn out or surplus property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of property no longer used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000Party; (b) Dispositions of inventory or goods (or other assets, including timeshare and residential assets, furniture and equipment) held for sale and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned in the ordinary course of business), in each case, in the ordinary course of business; (c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (d) Dispositions of property to the Borrower Company or any Restricted Subsidiary; provided that if Subsidiary to the transferor of extent such property is a Loan Party, (i) the transferee thereof must Dispositions would be a Loan Party or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02the Senior Facility Credit Agreement; (e) to the extent constituting Dispositions, transactions Dispositions permitted by Sections 7.01, 7.02 (other than 6.04 and 6.07 and Liens permitted by Section 7.02(e)), 7.04 (other than Section 7.04(f)) and 7.066.01; (f) any conversions Dispositions of hotel properties into timeshare or residential properties and property other than Collateral pursuant to sale-leaseback transactions; provided that the sale or other disposition fair market value of assets created in such conversionsall property so Disposed of after the Effective Date shall not exceed $250,000,000; (g) Dispositions of cash and Cash Equivalents; (ih) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower or any of Company and its Restricted Subsidiaries and (ii) Dispositions of intellectual property that do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries so long as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual propertySubsidiaries; (i) transfers of property subject to as a result of Casualty Events upon receipt of the Net Proceeds of such Casualty EventEvents; (j) Dispositions of propertyproperty not otherwise permitted under this Section, the proceeds (net of costs associated with such Disposition) of which do not to exceed $1,000,000,000 in any transaction or series of related transactions in the aggregate; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists)Disposition, no Default shall exist or would result from such Disposition Disposition, and (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $150,000,00050,000,000, the Borrower or any of its Restricted Subsidiaries Parties shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (p), (q), (r)(i), (r)(ii), (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee) (only to the extent the Obligations are secured by such cash and Cash Equivalents); provided, however, that provided for the purposes of this clause (j)(ii), the following shall be deemed to be cash: (Aii) any liabilities (as shown on the Borrower’s (or the Restricted Subsidiaries’, as applicable) Companys most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings or such Restricted SubsidiaryParty, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition disposition and for which the Borrower and all of its each Restricted Subsidiaries Party shall have been validly released by all applicable creditors in writing, writing shall be deemed to be cash; and (Biii) any securities received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (Net Proceeds shall be used to prepay Loans to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received required by the Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed 5.00% of Total Assets at any time (net of any non-cash consideration converted into cash and Cash EquivalentsSection 2.08(b); (k) any Disposition of Securitization Assets (or of the Equity Interests Dispositions listed in a Subsidiary, substantially all of the assets of which are Securitization AssetsSchedule 6.05(k) to a Securitization Subsidiaryhereto; (l) Dispositions or discounts without recourse of accounts receivable in connection with the compromise Securitization Transactions or collection thereof in the ordinary course Dispositions of businessExcluded Receivables permitted by Section 6.15; (m) Dispositions of property pursuant to sale-leaseback transactions; provided that the fair market value of all property so Disposed of after the Closing Date shall not exceed $100,000,000; (n) any swap of assets in exchange for services or other assets in the ordinary course of business of comparable or greater value or usefulness to the business of the Borrower Company and its Subsidiaries Subsidiaries, taken as a whole, as determined in good faith by the management of the Borrower; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and; (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights; (s) Permitted Intercompany Activities, the Spin-Off Transaction and related transactionsCompany; and (tn) the Timeshare Disposition (individually Dispositions pursuant to buy-sell arrangements or in the aggregate); similar agreements between Lyondell China Holdings Limited of Ningbo ZRCC and Lyondell Chemical Company Ltd. provided that any Disposition of any property pursuant to this Section 7.05 6.05 (except pursuant to Sections 7.05(e), (i), (k), (p), (rSection 6.05(e) and Section 6.05(i) and (si) and except for Dispositions (x) of Collateral from a Borrower to a Borrower and (y) of other property from a Loan Party or Transaction Party under the 2007 Securitization Facility to any other Loan PartyParty or Transaction Party under the 2007 Securitization Facility) shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 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 or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

Dispositions. Neither the Borrower nor any of the Restricted Subsidiaries shall, directly or indirectly, make Make any Disposition, except: (a) (i) Dispositions of obsolete, worn out out, used or surplus property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of property no longer used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000Subsidiaries; (b) Dispositions of inventory in the ordinary course of business or consistent with past practice, goods (or other assets, including timeshare and residential assets, furniture and equipment) held for sale in the ordinary course of business and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned in the ordinary course of business), in each case, ) and termination of leases and licenses in the ordinary course of business; (c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (d) Dispositions of property to the Borrower or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan Party (other than a Holdco) or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.027.02 other than Section 7.02(e); (e) to the extent constituting Dispositions, transactions permitted by Sections 7.01(i) Section 7.01 (other than Section 7.01(i) and (l)(ii)), (ii) Section 7.02 (other than Section 7.02(e) or (h)), (iii) Section 7.04 (other than Section 7.04(f7.04(g)) and 7.06(iv) Section 7.06 (other than 7.06(d)); (f) any conversions of hotel properties into timeshare or residential properties and Dispositions to consummate the sale or other disposition of assets created in such conversionsTransactions; (g) Dispositions of cash and Cash Equivalents; (ih) leases, subleases, licenses or sublicenses (including the provision licenses and sublicenses of software under an open source license)or other intellectual property rights) and terminations thereof, in each case in the ordinary course of business business, and which do not materially interfere with the business of the Borrower or any of and its Restricted Subsidiaries (taken as a whole) and (ii) Dispositions of intellectual property (including inbound licenses) that do not materially interfere with is no longer material to the business of the Borrower or any of and its Restricted Subsidiaries so long as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual propertySubsidiaries; (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty EventEvents; (j) Dispositions of property; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default existshas occurred and is continuing), no Event of Default shall exist have occurred and be continuing or would result from such Disposition and Disposition, (ii) with respect to any Disposition Dispositions pursuant to this clause (jSection 7.05(j) for a an aggregate purchase price for all such Dispositions in excess of $150,000,00012,000,000 in any fiscal year, the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual non-consensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (l), (m), (n), (p), (q), (r)(i), (r)(ii), (s), (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents), (jj) and (eekk) (only to the extent the Obligations are secured by such cash and Cash Equivalents)); provided, however, that for the purposes of this clause (j)(iiii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed 5.00the greater of $15,000,000 and 24% of Total Assets LTM EBITDA at any time and (net iii) the Borrower or the applicable Restricted Subsidiary complies with the applicable provision of any non-cash consideration converted into cash and Cash EquivalentsSection 2.05(b); (k) any Disposition Dispositions of Securitization Assets non-core assets acquired in connection with Permitted Acquisitions or other Investments; provided that (or i) the aggregate amount of such sales shall not exceed 25% of the Equity Interests in a Subsidiary, substantially all fair market value of the assets of which are Securitization Assetsacquired entity or business and (ii) to a Securitization Subsidiaryeach such sale is in an arm’s-length transaction and the Borrower or the respective Restricted Subsidiary receives at least fair market value in exchange therefor; (l) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business; (m) Dispositions of property pursuant to sale-leaseback transactions; provided that to the fair market value of extent the aggregate Net Proceeds from all property so Disposed of after such Dispositions since the Closing Date exceeds $18,000,000, such excess shall not exceed $100,000,000be reinvested in accordance with the definition of “Net Proceeds” or otherwise shall be applied to prepay Loans in accordance with Section 2.05(b)(ii); (n) any swap of assets in exchange for services or other assets in the ordinary course of business of comparable or greater value or usefulness to the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Borrower; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and; (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (q) the unwinding or settlement of any Swap Contract; (r) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights; (s) Permitted Intercompany Activities, the Spin-Off Transaction and related transactions[reserved]; and (t) [reserved]; (u) Dispositions of non-Collateral assets in an aggregate amount not to exceed $6,000,000; and (v) Dispositions pursuant to agreements, instruments or arrangements in existence on the Timeshare Disposition (individually or in the aggregateClosing Date and set forth on Schedule 7.05(v); provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e7.05(a), (b), (d), (e), (f), (h), (i), (kl), (p), (rq) and (sr) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such property at the time of such DispositionDisposition as determined by the Borrower in good faith. To Subject to the terms, conditions and provisions of the Intercreditor Agreements, 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. Neither the Borrower nor Convey, sell, lease, transfer or otherwise dispose of (collectively “Transfer”), or permit any of the Restricted its Subsidiaries shallto Transfer, directly all or indirectlyany part of its business or property, make any Disposition, exceptexcept for: (a) Transfers in the ordinary course of business for reasonably equivalent consideration; (ib) Dispositions Transfers to Borrower or any of obsoleteits Subsidiaries from Borrower or any of its Subsidiaries; (c) Transfers of property in connection with sale-leaseback transactions; (d) Transfers of property to the extent such property is exchanged for credit against, worn out or surplus propertyproceeds are promptly applied to, whether now owned the purchase price of other property used or hereafter acquired, useful in the business of Borrower or its Subsidiaries; (e) Transfers constituting non-exclusive licenses and similar arrangements for the use of the property of Borrower or its Subsidiaries in the ordinary course of business and Dispositions other non-perpetual licenses that may be exclusive in some respects other than territory (and/or that may be exclusive as to territory only in discreet geographical areas outside of property no longer used or useful the United States), but that could not result in a legal transfer of Borrower’s title in the conduct of the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of property no longer used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000licensed property; (bf) Dispositions Transfers otherwise permitted by the Loan Documents; (g) sales or discounting of inventory delinquent accounts or goods (or other assets, including timeshare and residential assets, furniture and equipment) held for sale and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned in the ordinary course of business), in each case, notes receivables in the ordinary course of business; (ch) Dispositions of property to Transfers associated with the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property making or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (d) Dispositions of property to the Borrower or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan Party or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02; (e) to the extent constituting Dispositions, transactions permitted by Sections 7.01, 7.02 (other than Section 7.02(e)), 7.04 (other than Section 7.04(f)) and 7.06; (f) any conversions of hotel properties into timeshare or residential properties and the sale or other disposition of assets created in such conversions; (g) Dispositions of Cash Equivalentsa Permitted Investment; (i) leasesTransfers in connection with a permitted acquisition of a portion of the assets or rights acquired; (j) dispositions of worn out, subleasesobsolete, licenses uneconomic or sublicenses surplus property; (including k) leases or subleases of the provision real property located at Tagus Park, Av. Xx. Xxxxx Xxxxxx 33, 2740-119 Portu Salvo; (l) Transfers of software under an open source license)intellectual property immaterial to Borrower’s business and which, in the aggregate, accounted for no more than $500,000 of revenue in the calendar year preceding each case such disposition; and (n) Transfers of assets (other than Accounts, and Inventory (unless such Transfer is in the ordinary course of business and which do Borrower’s business)) not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of intellectual property that do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries so long as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual property; (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty Event; (j) Dispositions of property; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists)otherwise permitted in this Section 7.1, no Default shall exist or would result from such Disposition and (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $150,000,000, the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (p), (q), (r)(i), (r)(ii), (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee) (only to the extent the Obligations are secured by such cash and Cash Equivalents); provided, however, that for the purposes of this clause (j)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed 5.00% of Total Assets at any time (net of any non-cash consideration converted into cash and Cash Equivalents); (k) any Disposition of Securitization Assets (or of the Equity Interests in a Subsidiary, substantially all of the assets of which are Securitization Assets) to a Securitization Subsidiary; (l) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business; (m) Dispositions of property pursuant to sale-leaseback transactions; provided that the fair market aggregate book value of all property so Disposed of after the Closing Date such Transfers by Borrower and its Subsidiaries, together, shall not exceed in any fiscal year, $100,000,000; (n) any swap of assets in exchange for services or other assets of comparable or greater value or usefulness to the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Borrower; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and; (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights; (s) Permitted Intercompany Activities, the Spin-Off Transaction and related transactions; and (t) the Timeshare Disposition (individually or in the aggregate); provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e), (i), (k), (p), (r) and (s) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing500,000.

Dispositions. Neither the The Borrower shall not, nor shall it permit any of the Restricted Subsidiaries shallSubsidiary to, directly or indirectly, make any Disposition, except: (a) (i) Dispositions (including abandonment) of obsolete, obsolete or worn out or surplus property, whether now owned or hereafter acquired, in the ordinary course of business, (ii) Dispositions (including abandonment) in the ordinary course of business and Dispositions of surplus property or property no longer used or useful in the conduct of the business of the Borrower or any of its the Restricted Subsidiaries and Subsidiaries, (iiiii) Dispositions of property no longer used or useful immaterial assets (considered in the conduct of the business of the Borrower and its Restricted Subsidiaries outside aggregate) in the ordinary course of business and (and for consideration complying with the requirements applicable iv) Dispositions to Dispositions landlords of improvements made to leased real property pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000; (b) Dispositions customary terms of inventory or goods (or other assets, including timeshare and residential assets, furniture and equipment) held for sale and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned in the ordinary course of business), in each case, leases entered into in the ordinary course of business; (cb) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or property, (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property, or (iii) such property is swapped in exchange for services or other assets of comparable or greater value or usefulness to the business of the Borrower and the Subsidiaries as whole, as determined in good faith by the management of the Borrower; (dc) Dispositions of property to the Borrower or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, Party (i) the transferee thereof must be a Loan Party and if such property constitutes Collateral, it shall continue to constitute Collateral after such Disposition or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02; (e) to the extent constituting Dispositions, transactions permitted by Sections 7.01, 7.02 (other than Section 7.02(e)), 7.04 (other than Section 7.04(f)) and 7.06; (f) any conversions of hotel properties into timeshare or residential properties and the sale or other disposition of assets created in such conversions; (gd) Dispositions of cash and Cash Equivalents; (ie) leases, subleases, licenses or licenses, sublicenses (including the provision of software under an open source license)) or any abandonment thereof, in each case (i) in the ordinary course of business and which do not materially interfere (ii) without interfering in any material respect with the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of intellectual property that do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries so long as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual propertySubsidiaries; (if) transfers of property subject to Casualty Events upon the receipt (where practical) of the Net Proceeds of such Casualty Event; (g) Dispositions (including write-offs, discounts, and compromises in clause (b) above) or discounts without recourse of accounts receivable and related assets in connection with the compromise or collection thereof in the ordinary course of business; (h) [reserved]; (i) [reserved]; (j) Dispositions of propertyInvestments in joint ventures or other non-wholly owned Subsidiaries 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; (k) the unwinding of any Swap Contract or cash management agreement; (l) Dispositions of property not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Event of Default exists), no Event of Default shall exist or would result from such Disposition and Disposition, (ii) any prepayment required to be made in connection with the receipt of Net Proceeds in respect to any of such Disposition pursuant to this clause Section 2.13 shall be made in accordance therewith, (jiii) for a purchase price in excess of $150,000,000, the Borrower or any of its the Restricted Subsidiaries shall receive not less than 75% of the consideration for such consideration Disposition in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections Section 7.01(a), (c), (d), (f), (i), (j), (k), (l), (o), (p), (qv), (r)(iw), (r)(iiz), (dd) aa), (only to the extent the Obligations are secured by such cash and Cash Equivalentsbb), (cc) and (ee) (only to the extent the Obligations are secured by such cash and Cash Equivalents); provided, however, that for the purposes of this clause (j)(ii), the following shall be deemed to be cash: (Aiv) any liabilities (as shown on portion of the Borrower’s (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or consideration for such Disposition that is not in the footnotes thereto) form of Holdings or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents shall become Collateral and (to v) this Section 7.05(l) shall not permit the extent Disposition of all or substantially all of the cash or Cash Equivalents received) within 180 days following the closing assets of the applicable Disposition, Borrower and its Subsidiaries (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined taken as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed 5.00% of Total Assets at any time (net of any non-cash consideration converted into cash and Cash Equivalentsa whole);. (km) (i) any Disposition of Securitization Assets or Receivables Assets, or participations therein, in connection with any Qualified Securitization Financing or Receivables Facility, in the case of this clause (or of the Equity Interests in a Subsidiary, substantially all of the assets of which are Securitization Assetsi) to a Securitization Subsidiary; the extent permitted under Section 7.03(z), or (lii) Dispositions or discounts without recourse the Disposition of accounts an account receivable in connection with the collection or compromise or collection thereof in the ordinary course of business; (m) Dispositions of property pursuant to sale-leaseback transactions; provided that the fair market value of all property so Disposed of after the Closing Date shall not exceed $100,000,000business or consistent with past practice; (n) any swap of assets in exchange for services or other assets of comparable or greater value or usefulness to the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Borrower[reserved]; (o) dispositions from and after the Restatement Effective Date of non-core or obsolete assets acquired in connection with any issuance or sale of Equity Interests in, or Indebtedness Permitted Acquisition or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) andpermitted Investments; (p) the unwinding incurrence of any Swap Contract pursuant to its termsLiens permitted hereunder; (q) Dispositions sales or dispositions of Investments Equity Interests of any Subsidiary (other than the Borrower) in joint ventures order to qualify members of the extent governing body of such Subsidiary if required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangementsby applicable law; (r) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights[reserved]; (s) Permitted Intercompany Activities, the Spin-Off Transaction and related transactionsRestricted Payments made pursuant to Section 7.06; and (t) Sale and Leaseback Transactions in an aggregate principal amount not to exceed $50,000,000 during the Timeshare Disposition (individually or in the aggregate)term of this Agreement; provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e7.05(a), (c), (e), (f), (g), (i), (j), (k), (m), (n), (o), (p), (q), (r) and (s) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be automatically sold free and clear of the Liens created by the Loan Documents, and and, if requested by the Borrower, upon the certification delivered to the Administrative Agent by the Borrower that such Disposition is permitted by this Agreement, the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take take, and shall take, any actions deemed appropriate reasonably requested by the Borrower in order to effect the foregoingforegoing (at the Borrower’s expense) and/or to expressly subordinate any Lien in favor of the Collateral Agent on such Collateral that is disposed of.

Dispositions. Neither None of the Parent, the Borrower nor any of the Restricted Subsidiaries shall, directly or indirectly, make any DispositionDisposition (including by way of, or as a result of, any Division/Series Transaction), except: (a) (i) Dispositions of obsolete, non-core, worn out out, surplus or surplus other property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of property no longer used or useful in the conduct of the business of the Parent, the Borrower and or any of its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000Subsidiaries; (b) Dispositions of inventory or and goods (or other assets, including timeshare and residential assets, furniture and equipment) held for sale in the ordinary course of business and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property IP Rights to lapse or go abandoned in the ordinary course of business), in each case, ) in the ordinary course of business; (c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) all of the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (d) Dispositions of property to the Parent, the Borrower or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan Party or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02; (e) to the extent constituting Dispositions, transactions permitted by Sections 7.01, 7.02 (other than Section 7.02(e)), 7.04 (other than Section 7.04(f)) and 7.06; (f) any conversions Dispositions contemplated as of hotel properties into timeshare or residential properties the Closing Date and the sale or other disposition of assets created in such conversionslisted on Schedule 7.05(f); (g) Dispositions Dispositions, liquidations or use of Cash Equivalents; (h) (i) leases, subleases, licenses or sublicenses (including the provision of software under an open source licenselicense and other technology licenses), in each case in the ordinary course of business and which do not materially and adversely interfere with the business of the Borrower Parent or any of its Restricted Subsidiaries, and (ii) Dispositions of IP Rights that do not materially and adversely interfere with the business of the Parent or any of its Restricted Subsidiaries and (ii) Dispositions of intellectual property or that do not materially interfere with avoid such interference by granting to the business of the Borrower Parent or any of its Restricted Subsidiaries so long as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual propertyIP Rights); (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty EventEvents; (j) Dispositions of property; provided that property so long as (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Event of Default exists), no Event of Default shall exist or would immediately result from such Disposition and (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $150,000,00050,000,000 (at the time a legally binding commitment for such Disposition was entered into), the Borrower Parent or any of its Restricted Subsidiaries shall receive not less than 7575.0% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (p), (q), (r)(i), (r)(ii), (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee) (only to the extent the Obligations are secured by such cash and Cash Equivalents); provided, however, that for the purposes of this clause (j)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown on the BorrowerParent’s (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings the Parent or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower Parent and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower Parent or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower Parent or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 one hundred eighty (180) days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by the Borrower Parent or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is receivedreceived (or the date on which a legally binding commitment for such Disposition is entered into) not to exceed 5.00% the greater of Total Assets at any time (net of any non-cash consideration converted into cash and Cash Equivalents); (k) any Disposition of Securitization Assets (or of the Equity Interests in a Subsidiary, substantially all of the assets of which are Securitization Assets) to a Securitization Subsidiary; (l) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business; (m) Dispositions of property pursuant to sale-leaseback transactions; provided that the fair market value of all property so Disposed of after the Closing Date shall not exceed $100,000,000; (n) any swap of assets in exchange for services or other assets of comparable or greater value or usefulness to the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Borrower; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and; (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights; (s) Permitted Intercompany Activities, the Spin-Off Transaction and related transactions; and (t) the Timeshare Disposition (individually or in the aggregate); provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e), (i), (k), (p), (r) and (s) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing.$85,000,000 and

Dispositions. Neither the The Borrower shall not, nor shall it permit any of the Restricted Subsidiaries shallSubsidiary to, directly or indirectly, make any Disposition, except: (ai) (i) Dispositions (including abandonment) of obsolete, obsolete or worn out or surplus property, whether now owned or hereafter acquired, in the ordinary course of business, (ii) Dispositions (including abandonment) in the ordinary course of business and Dispositions of surplus property or property no longer used or useful in the conduct of the business of the Borrower or any of its the Restricted Subsidiaries and Subsidiaries, (iiiii) Dispositions of property no longer used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000; (b) Dispositions of inventory or goods (or other assets, including timeshare and residential assets, furniture and equipment) held for sale and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned considered in the aggregate) in the ordinary course of business), in each case, and (iv) Dispositions to landlords of improvements made to leased real property pursuant to customary terms of leases entered into in the ordinary course of business; (cj) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or property, (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property, or (iii) such property is swapped in exchange for services or other assets of comparable or greater value or usefulness to the business of the Borrower and the Subsidiaries as whole, as determined in good faith by the management of the Borrower; (dk) Dispositions of property to the Borrower or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, Party (i) either (x) the transferee thereof must be a Loan Party and if such property constitutes Collateral, it shall continue to constitute Collateral after such Disposition or (y) the transferee is not a Loan Party and the aggregate amount disposed of in any calendar year shall not exceed $10,000,000 or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02; (e) to the extent constituting Dispositions, transactions permitted by Sections 7.01, 7.02 (other than Section 7.02(e)), 7.04 (other than Section 7.04(f)) and 7.06; (f) any conversions of hotel properties into timeshare or residential properties and the sale or other disposition of assets created in such conversions; (gl) Dispositions of cash and Cash Equivalents; (im) leases, subleases, licenses or licenses, sublicenses (including the provision of software under an open source license)) or any abandonment thereof, in each case (i) in the ordinary course of business and which do not materially interfere (ii) without interfering in any material respect with the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of intellectual property that do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries so long as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual propertySubsidiaries; (in) transfers of property subject to Casualty Events upon the receipt (where practical) of the Net Proceeds of such Casualty Event; (jo) Dispositions (including write-offs, discounts, and compromises in clause (b) above) or discounts without recourse of accounts receivable and related assets in connection with the compromise or collection thereof in the ordinary course of business; (p) [reserved]; (q) any sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary; (r) Dispositions of propertyInvestments in joint ventures or other non-wholly owned Subsidiaries 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; (s) the unwinding of any Swap Contract or cash management agreement; (t) Dispositions of property not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Event of Default exists), no Event of Default shall exist or would result from such Disposition, (ii) any prepayment required to be made in connection with the receipt of Net Proceeds in respect of such Disposition pursuant to Section 2.13 shall be made in accordance therewith, and (iiiii) with respect to any Disposition or series of related Dispositions pursuant to this clause (jl) for a purchase price in excess of $150,000,0005,000,000, the Borrower or any of its the Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections Section 7.01(a), (c), (d), (f), (i), (j), (k), (l) (o), (p), (qv), (r)(iw), (r)(iiz), (aa), (bb), (cc), (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee) (only to the extent the Obligations are secured by such cash and Cash Equivalents); provided, however, that for the purposes of this clause (j)(iil)(iii), the following shall be deemed to be cash: (A) any liabilities contingent or otherwise (as shown on the Borrower’s (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to or in connection with the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed 5.00% of Total Assets $10,000,000 at any time (net of any non-cash consideration converted into cash and Cash Equivalents), (D) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Disposition, to the extent the Borrower and each other Restricted Subsidiary are released from any Guarantee of payment of such Indebtedness in connection with such Disposition, (E) consideration consisting of Indebtedness of the Borrower (other than Subordinated Indebtedness) received after the Closing Date from Persons who are not the Borrower or any Restricted Subsidiary, and (F) the fair market value (as determined by the Borrower) of non-cash consideration received by the Borrower or one of its Restricted Subsidiaries in connection with a Disposition (and which will no longer be considered to be outstanding when and to the extent it has been paid, redeemed or otherwise retired or sold or otherwise disposed of in compliance with Section 6.05); (ku) any Disposition of Securitization Assets (or Receivables Assets, or participations therein, in connection with any Qualified Securitization Financing or Receivables Facility, or the Disposition of the Equity Interests in a Subsidiary, substantially all of the assets of which are Securitization Assets) to a Securitization Subsidiary; (l) Dispositions or discounts without recourse of accounts an account receivable in connection with the collection or compromise or collection thereof in the ordinary course of businessbusiness or consistent with past practice; (mv) Dispositions the disposition of property pursuant to sale-leaseback transactions; provided any assets existing on the Closing Date that the fair market value of all property so Disposed of are set forth on Schedule 7.05; (w) dispositions from and after the Closing Date shall not exceed $100,000,000of non-core or obsolete assets acquired in connection with any Permitted Acquisition or other permitted Investments; (nx) any swap the incurrence of assets in exchange for services or other assets of comparable or greater value or usefulness to the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the BorrowerLiens permitted hereunder; (oy) any issuance sales or sale dispositions of Equity Interests in, or Indebtedness or other securities of, an Unrestricted of any Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests Borrower) in order to qualify members of the governing body of such an Unrestricted Subsidiary) andSubsidiary if required by applicable law; (pz) sales, transfers and other dispositions of (i) any Equity Interests in Unrestricted Subsidiaries or their assets or (ii) Excluded Real Property or any other Excluded Property (as defined in the unwinding of any Swap Contract pursuant to its termsSecurity Agreement); (qaa) Dispositions of Investments in joint ventures to the extent required by, or Restricted Payments made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights; (s) Permitted Intercompany Activities, the Spin-Off Transaction and related transactionsSection 7.06; and (tbb) the Timeshare Disposition (individually or Sale and Leaseback Transactions in the aggregate)an aggregate principal amount not to exceed $50,000,000 at any time; provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e7.05(a), (ic), (e), (f), (g), (j), (k), (pm), (n), (o), (q), (r) and (s) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be automatically sold free and clear of the Liens created by the Loan Documents, and and, if requested by the Borrower, upon the certification delivered to the Administrative Agent by the Borrower that such Disposition is permitted by this Agreement, the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take take, and shall take, any actions deemed appropriate reasonably requested by the Borrower in order to effect the foregoingforegoing (at the Borrower’s expense) and/or to expressly subordinate any Lien in favor of the Collateral Agent on such Collateral that is disposed of.

Dispositions. Neither the The Borrower shall not, nor shall it permit any of the Restricted its Subsidiaries shallto, directly or indirectly, make (whether in one or a series of transactions) sell, lease, license, transfer, convey or otherwise dispose of (including abandonment) assets or property (including the Stock of any Subsidiary of the Borrower, whether in a public or private offering or otherwise, and accounts and notes receivable, with or without recourse or pursuant to any sale and leaseback transaction), or, directly or indirectly, issue, sell or otherwise transfer or provide a controlling, management or other interest in, any Stock of any Subsidiary of the Borrower (any such transaction, a “Disposition”), exceptexcept for: (a) Dispositions of (i) Dispositions of inventory, goods or services or (ii) worn out, obsolete, worn out damaged or surplus propertyequipment, whether now owned or hereafter acquiredin each case of clause (i) and (ii), in the ordinary course of business and consistent with past practice; (b) (i) Dispositions of property no longer used or useful cash and Cash Equivalents in the conduct ordinary course of business and consistent with past practice and (ii) conversions of Cash Equivalents into cash or other Cash Equivalents; (c) transactions expressly permitted under Sections 7.01, 7.02 or 7.03, in each case other than with reference to this Section 7.04); (d) Investments permitted by Section 7.06 (other than clause (r)) to the extent any such Investment constitutes a Disposition; (e) Dispositions (x) of assets or property (including the Stock of any Subsidiary of the Borrower) to the Borrower or any other Loan Party, (y) of assets or property (but not any Stock of any Loan Party) to a Subsidiary that is not a Loan Party; provided, that, in the case of this clause (y), such Disposition shall constitute an Investment into an Excluded Subsidiary and shall be permitted only to the extent the Fair Market Value of such assets or property subject to such Disposition does not exceed the amount then remaining available for Investments pursuant to Section 7.06(b)(ii), or (z) by a Subsidiary that is not a Loan Party to any other Subsidiary that is not a Loan Party; (f) Approved Sales; (g) [reserved]; (h) Dispositions of past due accounts receivable in the ordinary course of business and consistent with past practice (including any discount and/or forgiveness thereof) or, in the case of accounts receivable in default, in connection with the collection or compromise thereof in the ordinary course of business and consistent with past practice; (i) (i) the abandonment or other disposition of a lease or sublease of real property that is, in the commercially reasonable judgment of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of property no longer applicable Subsidiary, not used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries outside Subsidiaries, (ii) any expiration of any option agreement in respect of real or personal property, (iii) any surrender or waiver of contractual rights or the ordinary course settlement, release or surrender of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000; (b) Dispositions of inventory contractual rights or goods (or other assets, including timeshare and residential assets, furniture and equipment) held for sale and immaterial assets litigation claims (including allowing in tort) and (iv) any registrations lease or any applications for registration sublease of any immaterial intellectual real property to lapse or go abandoned not useful in the ordinary course conduct of business)the business of the Borrower or its Subsidiaries, in the case of each caseof the foregoing clauses (i) through (iv), in the ordinary course of business; (cj) Dispositions by way of any involuntary loss, damage or destruction of property or any involuntary condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, or confiscation or requisition of use of property or transfers of property to the extent that (i) such property is exchanged insurance companies in exchange for credit against the purchase price of similar replacement property or (ii) the casualty insurance proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (d) Dispositions of property to the Borrower or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan Party or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02; (e) to the extent constituting Dispositions, transactions permitted by Sections 7.01, 7.02 (other than Section 7.02(e)), 7.04 (other than Section 7.04(f)) and 7.06; (f) any conversions of hotel properties into timeshare or residential properties and the sale or other disposition of assets created in such conversions; (g) Dispositions of Cash Equivalents; (i) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of intellectual property that do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries so long as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual property; (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty Event; (j) Dispositions of property; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists), no Default shall exist or would result from such Disposition and (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $150,000,000, the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (p), (q), (r)(i), (r)(ii), (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee) (only to the extent the Obligations are secured by such cash and Cash Equivalents); provided, however, that for the purposes of this clause (j)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed 5.00% of Total Assets at any time (net of any non-cash consideration converted into cash and Cash Equivalents); (k) any Disposition of Securitization Assets (or of the Equity Interests in a Subsidiary, substantially all of the assets of which are Securitization Assets) to a Securitization Subsidiary; (l) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business; (m) Dispositions of property pursuant to sale-leaseback transactions; provided that the fair market value of all property so Disposed of after the Closing Date shall not exceed $100,000,000; (n) any swap of assets in exchange for services or other assets of comparable or greater value or usefulness to the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Borrower; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and; (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights; (s) Permitted Intercompany Activities, the Spin-Off Transaction and related transactions; and (t) the Timeshare Disposition (individually or in the aggregate); provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e), (i), (k), (p), (r) and (s) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

Dispositions. Neither the Borrower nor any of the Restricted Subsidiaries shall, directly or indirectly, make Make any Disposition, except: (a) (i) Dispositions of obsolete, worn out out, used or surplus property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of property no longer used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000Subsidiaries; (b) Dispositions of inventory in the ordinary course of business or consistent with past practice, goods (or other assets, including timeshare and residential assets, furniture and equipment) held for sale in the ordinary course of business and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned in the ordinary course of business), in each case, ) and termination of leases and licenses in the ordinary course of business; (c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (d) Dispositions of property to the Borrower or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan Party (other than a Holdco) or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.027.02 other than Section 7.02(e); (e) to the extent constituting Dispositions, transactions permitted by Sections 7.01(i) Section 7.01 (other than Section 7.01(i) and (l)(ii)), (ii) Section 7.02 (other than Section 7.02(e) or (h)), (iii) Section 7.04 (other than Section 7.04(f7.04(g)) and 7.06(iv) Section 7.06 (other than 7.06(d)); (f) any conversions of hotel properties into timeshare or residential properties and Dispositions to consummate the sale or other disposition of assets created in such conversionsTransactions; (g) Dispositions of cash and Cash Equivalents; (ih) leases, subleases, licenses or sublicenses (including the provision licenses and sublicenses of software under an open source license)or other intellectual property rights) and terminations thereof, in each case in the ordinary course of business business, and which do not materially interfere with the business of the Borrower or any of and its Restricted Subsidiaries (taken as a whole) and (ii) Dispositions of intellectual property (including inbound licenses) that do not materially interfere with is no longer material to the business of the Borrower or any of and its Restricted Subsidiaries so long as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual propertySubsidiaries; (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty EventEvents; (j) Dispositions of property; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default existshas occurred and is continuing), no Event of Default shall exist have occurred and be continuing or would result from such Disposition and Disposition, (ii) with respect to any Disposition Dispositions pursuant to this clause (jSection 7.05(j) for a an aggregate purchase price for all such Dispositions in excess of $150,000,00010,000,000 in any fiscal year, the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual non‑consensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (l), (m), (n), (p), (q), (r)(i), (r)(ii), (s), (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents), (jj) and (eekk) (only to the extent the Obligations are secured by such cash and Cash Equivalents)); provided, however, that for the purposes of this clause (j)(iiii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (C) aggregate non-cash non‑cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash non‑cash consideration is received) not to exceed 5.00the greater of $12,500,000 and 20% of Total Assets LTM EBITDA at any time and (net iii) the Borrower or the applicable Restricted Subsidiary complies with the applicable provision of any non-cash consideration converted into cash and Cash EquivalentsSection 2.05(b); (k) any Disposition Dispositions of Securitization Assets non‑core assets acquired in connection with Permitted Acquisitions or other Investments; provided that (or i) the aggregate amount of such sales shall not exceed 25% of the Equity Interests in a Subsidiary, substantially all fair market value of the assets of which are Securitization Assetsacquired entity or business and (ii) to a Securitization Subsidiaryeach such sale is in an arm’s‑length transaction and the Borrower or the respective Restricted Subsidiary receives at least fair market value in exchange therefor; (l) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business; (m) Dispositions of property pursuant to sale-leaseback sale‑leaseback transactions; provided that to the fair market value of extent the aggregate Net Proceeds from all property so Disposed of after such Dispositions since the Closing Date exceeds $15,000,000, such excess shall not exceed $100,000,000be reinvested in accordance with the definition of “Net Proceeds” or otherwise shall be applied to prepay Loans in accordance with Section 2.05(b)(ii); (n) any swap of assets in exchange for services or other assets in the ordinary course of business of comparable or greater value or usefulness to the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Borrower; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and; (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (q) the unwinding or settlement of any Swap Contract; (r) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights; (s) Permitted Intercompany Activities, the Spin-Off Transaction and related transactions[reserved]; and (t) [reserved]; (u) Dispositions of non‑Collateral assets in an aggregate amount not to exceed $5,000,000; and (v) Dispositions pursuant to agreements, instruments or arrangements in existence on the Timeshare Disposition (individually or in the aggregateClosing Date and set forth on Schedule 7.05(v); provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e7.05(a), (b), (d), (e), (f), (h), (i), (kl), (p), (rq) and (sr) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such property at the time of such DispositionDisposition as determined by the Borrower in good faith. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

Dispositions. Neither the Borrower nor any of the Restricted Subsidiaries shall, directly or indirectly, make Make any Disposition, except: (a) (i) Dispositions of obsolete, damaged, worn out out, used or surplus property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of the Borrower or any of its and the Restricted Subsidiaries and (ii) Dispositions of property no longer used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000Subsidiaries; (b) Dispositions of inventory or (i) inventory, (ii) equipment and goods (or other assets, including timeshare and residential assets, furniture and equipment) held for sale and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned in the ordinary course of business), business and (iii) immaterial assets (considered in each case, the aggregate) in the ordinary course of business; (ci) any exchange or swap of assets, or lease, assignment or sublease of any real property or personal property for like property for use in a business not in contravention with Section 7.07 and (ii) Dispositions of property to the extent that (ix) such property is exchanged for credit against the purchase price of similar replacement property or (iiy) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (d) Dispositions of property to among Holdings, the Borrower or any and the Restricted SubsidiarySubsidiaries; provided that if the transferor of such property is a Loan Party, Party (i) the transferee thereof must be a Loan Party or Party, (ii) if such Disposition shall be deemed to be an Investment and such Investment arising from such Disposition must be a permitted Investment in accordance with Section 7.02 (other than Section 7.02(e)) or (iii) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneous with the consummation of the transaction constitutes an Investmentand the aggregate fair market value (as determined in good faith by the Borrower) of the property sold, such transaction is permitted under Section 7.02leased, licensed, transferred or otherwise disposed by Loan Parties to Non-Loan Parties in reliance of this clause (d)(iii) in any fiscal year shall not exceed $1,000,000; (e) to the extent constituting Dispositions, transactions Dispositions permitted by Sections 7.01, Section 7.02 (other than Section 7.02(e)), Section 7.04 (other than Section 7.04(f7.04(c) or (h)), Section 7.06 (other than Section 7.06(d)) and 7.06Section 7.12 and Liens permitted by Section 7.01 (other than Section 7.01(m)(ii)); (f) any conversions of hotel properties into timeshare or residential properties and the sale or other disposition of assets created in such conversions[reserved]; (g) Dispositions of (i) Cash Equivalents and (ii) other current assets that were Cash Equivalents when the original Investment in such assets was made and which thereafter fail to satisfy the definition of Cash Equivalents; (ih) leases, subleases, licenses or sublicenses (including non-exclusive licenses or sublicenses of intellectual property or software, including the provision of software under an open source license), in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower or any of its and the Restricted Subsidiaries and (ii) Dispositions of intellectual property that do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries so long Subsidiaries, taken as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual propertywhole; (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty EventEvents; (j) Dispositions of propertyproperty not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists), no Default shall exist or would result from such Disposition and (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $150,000,0002,000,000, the Borrower or any of its the Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time receivedLiens, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (p), (q), (r)(i), (r)(ii), (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee) (only to the extent the Obligations are secured by such cash and Cash Equivalents7.01); provided, however, that for the purposes of this clause (j)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s (or the such Restricted Subsidiaries’, as applicable) Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings the Borrower or such Restricted Subsidiary, other than liabilities Subsidiary that are by their terms subordinated to the payment in cash of the Obligations, that (1) are assumed by the transferee with respect to the applicable Disposition and Disposition, (2) for which the Borrower and all of its the Restricted Subsidiaries shall have been validly released by all applicable creditors in writingwriting or (3) are otherwise cancelled or terminated in connection with the transaction with such transferee (other than intercompany debt owed to the Borrower or the Restricted Subsidiaries), (B) any securities securities, notes or other obligations or assets received by the Borrower or the applicable such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 one hundred and eighty (180) days following the closing of the applicable Disposition, and (C) aggregate nonany Designated Non-cash consideration Cash Consideration received by the Borrower or the applicable Restricted Subsidiary in respect of such Disposition having an aggregate fair market value as determined by the Borrower in good faith, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (determined as C) that is at that time outstanding, not in excess of $2,000,000, with the closing fair market value of each item of Designated Non-Cash Consideration being measured at the applicable Disposition for which such non-cash time received and without giving effect to subsequent changes in value and (D) consideration is received) not to exceed 5.00% consisting of Total Assets at any time (net Indebtedness of any non-cash consideration converted into cash Loan Party (other than Subordinated Indebtedness, unsecured Indebtedness or secured Indebtedness the Liens of which are junior in priority to the Liens securing the Obligations) that is contributed to or otherwise purchased by such Loan Party after the Closing Date by or from Persons who are not Restricted Subsidiaries and Cash Equivalents)which is immediately cancelled and extinguished, shall be deemed to be cash; (k) any Disposition of Securitization Assets (or of the Equity Interests in a Subsidiary, substantially all of the assets of which are Securitization Assets) to a Securitization Subsidiary[reserved]; (l) Dispositions or discounts without recourse of accounts receivable in connection with the collection, compromise or collection settlement thereof or in the ordinary course of businessbankruptcy or similar proceedings; (m) Dispositions of property pursuant to sale-leaseback transactions; provided that the fair market value of all property so Disposed of after the Closing Date shall not exceed $100,000,000; (n) any swap of assets in exchange for services or other assets of comparable or greater value or usefulness to the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Borrower; (o) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary Subsidiary; (n) to the extent allowable under Section 1031 of the Code (or a comparable provision of Law of any foreign jurisdiction and, in each case, any successor provision), any exchange of like property for use in any business conducted by the Borrower or any of the Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than Subsidiaries that is not in contravention of Section 7.07; (o) the Equity Interests unwinding of such an Unrestricted Subsidiary) andany Cash Management Obligations or Swap Contract; (p) sales or other dispositions by the unwinding Borrower or any Restricted Subsidiary of any Swap Contract pursuant assets in connection with the closing or sale of an office in the ordinary course of business of the Borrower and the Restricted Subsidiaries, which consist of leasehold interests in the premises of such office, the equipment and fixtures located at such premises and the books and records relating exclusively and directly to its termsthe operations of such office; provided that as to each and all such sales and closings, (A) no Event of Default shall result therefrom and (B) such sale shall be on commercially reasonable prices and term in a bona fide arm’s length transaction; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) the lapse or abandonment (including failure to maintain) in the ordinary course of business of any registrations or applications for registration of any (i) intellectual property rights that are not used, or cease to be used, in the business of the Borrower or any Restricted Subsidiaries, or (ii) immaterial IP Rightsintellectual property rights that in the reasonable good faith judgment of the Borrower are no longer economically practicable or commercially desirable to maintain or use in the business of the Borrower and the Restricted Subsidiaries (taken as a whole); (r) any Disposition (i) arising from foreclosure, casualty, condemnation or any similar action or transfers by reason of eminent domain with respect to any property or other asset of Holdings, the Borrower or any of their Restricted Subsidiaries or (ii) by reason of the exercise of termination rights under any lease, sublease, license, sublicense, concession or other agreement; (s) Permitted Intercompany Activitiesany surrender or waiver of contractual rights or the settlement, the Spin-Off Transaction and related transactions; andrelease, recovery on or surrender of contractual rights or other claims of any kind; (t) the Timeshare Disposition (individually discount of accounts receivable or notes receivable in the aggregateordinary course of business or the conversion of accounts receivable to notes receivable or Investments permitted under this Agreement, in each case in connection with the collection or compromise thereof; (u) [reserved]; (v) any grant in the ordinary course of business of any non-exclusive license of patents, trademarks, software, know-how, copyrights, or any other intellectual property rights, including, but not limited to, grants of franchises or licenses, franchise or license master agreements and/or area development agreements; (w) Dispositions contemplated on the Closing Date and set forth on Schedule 7.05(w); (x) Dispositions required to be made to comply with the order of any Governmental Authority or applicable Laws; (y) the sale of motor vehicles and information technology equipment purchased at the end of an operating lease and resold thereafter; (z) Dispositions of real property and related assets in the ordinary course of business in connection with relocation activities for directors, officers, members of management, employees, or consultants; (aa) [reserved]; (i) samples, including time-limited evaluation software, provided to customers or prospective customers and (ii) de minimis amounts of equipment provided to employees; and (cc) the Borrower and any Restricted Subsidiary may (i) convert any intercompany Indebtedness owing by the Borrower or any Restricted Subsidiary to Equity Interests; (ii) settle, discount, write off, forgive or cancel any intercompany Indebtedness or other obligation owing by the Borrower or any Restricted Subsidiary and (iii) settle, discount, write off, forgive or cancel any Indebtedness owing by any present or former consultants, directors, officers, or employees of Holdings, the Borrower or any Restricted Subsidiary or any of their successors or assigns; provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e7.05(b)(i), (ic), (kd)(iii), and (pj), (r) and (s) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such property at the time of such DispositionDisposition as determined by the Borrower in good faith. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or and the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing. Notwithstanding the foregoing, no Loan Party may assign, transfer or otherwise dispose of any material intellectual property to any Non-Loan Party.

Dispositions. Neither the Borrower nor Make any of the Restricted Subsidiaries shall, directly Disposition or indirectly, enter into any agreement to make any Disposition, except: (a) (i) Dispositions of obsolete, obsolete or worn out or surplus property, whether now owned or hereafter acquired, property in the ordinary course of business and Dispositions of business, or property no longer used or useful in the conduct of the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of property no longer used such Subsidiary, in each case whether now owned or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000;hereafter acquired; [Valvoline - Credit Agreement] (b) Dispositions of inventory or goods (or other assets, including timeshare and residential assets, furniture and equipment) held for sale and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned in the ordinary course of business), in each case, Cash Equivalents in the ordinary course of business; (c) Dispositions of equipment or real property other than through a lease transaction to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property or to Indebtedness incurred to acquire such replacement property; and Dispositions of equipment or real property through a lease transaction to the extent that such lease is on fair and reasonable terms in an arm’s-length transaction; (d) Dispositions of property by any Subsidiary to the Borrower or any Restricted other Subsidiary or by the Borrower to any Subsidiary; provided that if the transferor of such property any Disposition involving a Subsidiary that is a Loan Party, (i) the transferee thereof must be not a Loan Party or shall be made in compliance with Section 7.08 (iiexcluding clause (b) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02thereof); (e) to the extent constituting Dispositions, transactions (i) Dispositions permitted by Sections 7.01, 7.02 Section 7.04 and (ii) Dispositions for fair market value in a transaction in exchange for which an Investment permitted by Section 7.03 (other than Section 7.02(e)), 7.04 (other than Section 7.04(f7.03(p)) and 7.06is received; (f) any conversions of hotel properties into timeshare or residential properties and the sale or other disposition of assets created in such conversions; (g) Dispositions of Cash Equivalents; (i) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case IP Rights in the ordinary course of business and which do substantially consistent with past practice; (g) Dispositions by the Borrower and its Subsidiaries not materially interfere with otherwise permitted under this Section 7.05; provided that such Dispositions are for at least 75% of the business of price for such asset shall be paid to the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of intellectual property that do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries so long as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual property; (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty Event; (j) Dispositions of propertySubsidiary solely in cash; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists), no Default shall exist or would result from such Disposition and (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $150,000,000, the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each casethat are disposed of for cash consideration within 30 Business Days after such sale, free and clear of all Liens at the time received, transfer or other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (p), (q), (r)(i), (r)(ii), (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee) (only to the extent the Obligations are secured by such cash and Cash Equivalents); provided, however, that for the purposes of this clause (j)(ii), the following disposition shall be deemed to be cash: cash consideration in an amount equal to the amount of such cash consideration for purposes of this proviso; (Aii) any liabilities (as shown on the Borrower’s (or the Restricted Subsidiaries’, as applicable) a Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings the Borrower or such Restricted a Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition sale, transfer, lease or other disposition and for which the Borrower and all of its Restricted the Subsidiaries shall have been validly released by all applicable creditors in writing, writing shall be deemed to be cash consideration in an amount equal to the liabilities so assumed and (Biii) any securities Designated Non-Cash Consideration received by the Borrower or the applicable Restricted a Subsidiary from in respect of such transferee that are converted by the Borrower sale, transfer, lease or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary other disposition having an aggregate fair market value value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (determined as iii) that is at that time outstanding, not in excess of $5,000,000 at the time of the closing receipt of such Designated Non-Cash Consideration, with the applicable Disposition for which such nonfair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash consideration is received) not to exceed 5.00% of Total Assets at any time (net of any non-cash consideration converted into cash and Cash Equivalents)consideration; (kh) Dispositions of (i) Permitted Securitization Transferred Assets pursuant to any Disposition of Securitization Assets Permitted Receivables Facility and (or ii) accounts receivable of the Equity Interests in a Subsidiary, substantially all Borrower or any of the assets of which are Securitization Assets) its Subsidiaries pursuant to a Securitization SubsidiaryPermitted A/R Sale; (li) Dispositions or discounts without recourse of accounts receivable in connection with the compromise compromise, settlement or collection thereof in consistent with past practice; [Valvoline - Credit Agreement] (j) Dispositions of property to the ordinary course extent that such property constitutes an Investment permitted by Section 7.03(d)(ii), (l) or (m) or another asset received as consideration for the Disposition of businessany asset permitted by this Section 7.05; (k) Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Borrower or any Subsidiary; (l) subject to the Section 7.14, any transactions contemplated by the Separation; and (m) Dispositions of property pursuant to sale-leaseback transactions; provided that the fair market value of all property so Disposed of after the Closing Date shall not exceed $100,000,000; (n) any swap of assets in exchange for services or other assets of comparable or greater value or usefulness to the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Borrower; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and; (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required byconstituting Restricted Payments permitted by Section 7.06(i) or (j). provided, or made however, that any of the foregoing Dispositions (other than any Disposition pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; clause (r) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights; (s) Permitted Intercompany Activities, the Spin-Off Transaction and related transactions; and (t) the Timeshare Disposition (individually or in the aggregate); provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(ea), (id), (e)(i) or (k), (p), (r) and (s) and except for Dispositions from a Loan Party to any other Loan Partyof this Section 7.05) shall be for no less than the fair market value of such property at value, as determined reasonably and in good faith by, as the time of such Disposition. To case may be, 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 Borrower or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoingapplicable Subsidiary.

Dispositions. Neither the Borrower nor Dispose of any of its owned Property (including, without limitation, receivables) whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiaries shallSubsidiary, directly issue or indirectly, make sell any Dispositionshares of such Restricted Subsidiary’s Equity Interests to any Person, except: (a) the Disposition of (i) Dispositions of obsoletesurplus, obsolete or worn out property in the ordinary course of business or surplus property(ii) Intellectual Property that is not material to the business of any Loan Party and is not necessary or desirable for the Liquidation of ABL Priority Collateral; (i) the sale of inventory in the ordinary course of business, whether now owned (ii) the non-exclusive (or hereafter acquiredexclusive within a specific or defined field of use) cross-licensing or licensing of Intellectual Property, in the ordinary course of business and Dispositions of property no longer used or useful in (iii) the conduct of the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of property no longer used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000; (b) Dispositions of inventory or goods (or other assets, including timeshare and residential assets, furniture and equipment) held for sale and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned in the ordinary course of business), in each casecontemporaneous exchange, in the ordinary course of business, of Property for Property of a like kind (other than as set forth in clause (ii)), to the extent that the Property received in such exchange is of a value equivalent to the value of the Property exchanged (provided that after giving effect to such exchange, the value of the Property of the Borrower or any Subsidiary Guarantor subject to perfected first priority Liens in favor of the Agent under the Security Documents is not materially reduced, and provided that the terms of any such licenses shall not restrict the right of the Agent to use such Intellectual Property in connection with the conduct of a Liquidation (which rights shall be exercisable without payment of royalty or other compensation) or, other than with respect to any such exclusivity within a specific or defined field of use, to dispose of such Intellectual Property owned by such entity in connection with the conduct of a Liquidation or other exercise of creditor remedies; (c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement propertypermitted by Section 7.04; (d) Dispositions (i) the Disposition of property other assets not constituting ABL Priority Collateral, so long as at least (x) 75% of the consideration received by the disposing Person is cash or Cash Equivalents and (y) any such Disposition is made for fair market value, as determined in good faith and approved by the Board of Directors or similar governing body of the disposing Person, and (ii) any Recovery Event; (e) the sale or issuance of any Subsidiary’s Equity Interests to the Borrower or any Restricted SubsidiarySubsidiary Guarantor; provided that if the transferor sale or issuance of such property Equity Interests of an Unrestricted Subsidiary to the Borrower or any Subsidiary Guarantor is a Loan Party, (i) the transferee thereof must be a Loan Party or (ii) if such transaction constitutes an Investment, such transaction is otherwise permitted under by Section 7.02; (e) to the extent constituting Dispositions, transactions permitted by Sections 7.01, 7.02 (other than Section 7.02(e)), 7.04 (other than Section 7.04(f)) and 7.06; (f) any conversions of hotel properties into timeshare or residential properties and the sale bulk sales or other disposition dispositions of assets created Inventory of a Loan Party not in such conversionsthe ordinary course of business, at arms’ length, in connection with Permitted Store Closings; (g) Dispositions the leasing, occupancy agreements or sub-leasing of Cash EquivalentsProperty that would not materially interfere with the required use (if any) of such Property by the Borrower or their respective Restricted Subsidiaries; (ih) leases, subleases, licenses the sale or sublicenses (including the provision of software under an open source license)discount, in each case without recourse and in the ordinary course of business and which do not materially interfere with business, of overdue accounts receivable arising in the business ordinary course of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of intellectual property that do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries so long as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual property; business, but only (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty Event; (j) Dispositions of property; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists), no Default shall exist or would result from such Disposition and (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $150,000,000, the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (p), (q), (r)(i), (r)(ii), (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee) (only to the extent the Obligations are secured by such cash and Cash Equivalents); provided, however, that for the purposes of this clause (j)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed 5.00% of Total Assets at any time (net of any non-cash consideration converted into cash and Cash Equivalents); (k) any Disposition of Securitization Assets (or of the Equity Interests in a Subsidiary, substantially all of the assets of which are Securitization Assets) to a Securitization Subsidiary; (l) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof consistent with the Borrower’s commercially reasonable business judgment (and not as part of any bulk sale or financing of receivables), and (ii) provided that, if such overdue accounts constitute Eligible Credit Card Receivables or Eligible Trade Receivables, the Borrower receives not less than the amounts borrowed or available to be borrowed under the Borrowing Base therefor; (i) transfers of condemned property as a result of the exercise of “eminent domain” or other similar policies to the respective Governmental Authority or agency that has condemned same (whether by deed in lieu of condemnation or otherwise), and transfers of properties that have been subject to a casualty to the respective insurer of such property as part of an insurance settlement; (j) the Disposition of any Immaterial Subsidiary or any Unrestricted Subsidiary or their respective assets; (k) the transfer of Property (i) by the Borrower or any Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor; provided that any such transfer made by any Loan Party in a Foreign Subsidiary shall be subject to satisfaction of the Payment Conditions; (ii) by a Borrower or any Subsidiary Guarantor to a Non-Guarantor Subsidiary that is a Restricted Subsidiary to the extent such Property consists of (A) showroom leases, employees, showroom fixtures, signage, samples, or contracts relating to the foregoing, or intellectual property, in each case that is specific to the operations of such Non- Guarantor Subsidiary (and, with respect to any such transferred intellectual property, is not used by any Loan Party in the operation of its business) or (B) other Property (excluding cash and Cash Equivalents) with a fair market value not to exceed $100,000 in the aggregate, or (iii) from a Non-Guarantor Subsidiary to (A) the Borrower or any Subsidiary Guarantor for no more than fair market value or (B) any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; provided that any sale or issuance of Equity Interests of an Unrestricted Subsidiary to the Borrower or any Subsidiary Guarantor is otherwise permitted by Section 7.02; (l) the Disposition of Cash Equivalents in the ordinary course of business; (m) Dispositions of property pursuant to sale-sale and leaseback transactions; provided that the fair market value of all property so Disposed of after the Closing Date shall not exceed $100,000,000transactions permitted by Section 7.15; (n) any swap of assets in exchange for services or other assets of comparable or greater value or usefulness to the business of the Borrower and its Subsidiaries as a whole, as determined in good faith Liens permitted by the management of the BorrowerSection 7.01; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) andPayments permitted by Section 7.06; (p) the unwinding cancellation of intercompany Indebtedness among the Borrower and any Swap Contract pursuant to its termsSubsidiary Guarantor; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;permitted by Section 7.02; and (r) the lapse sale or abandonment issuance of the Equity Interests of (i) any Foreign Subsidiary that is a Restricted Subsidiary to any other Foreign Subsidiary that is a Restricted Subsidiary or (ii) any Foreign Subsidiary that is an Unrestricted Subsidiary to any other Foreign Subsidiary that is an Unrestricted Subsidiary, in each case, including, without limitation, in connection with any tax restructuring activities not otherwise prohibited hereunder. Notwithstanding the ordinary course of business of foregoing, if any registrations sales, transfers or applications for registration of any immaterial IP Rights; (s) Permitted Intercompany Activities, the Spin-Off Transaction and related transactions; and (t) the Timeshare Disposition (individually or in the aggregate); provided that any Disposition of any property pursuant to dispositions otherwise permitted under this Section 7.05 (except pursuant to Sections 7.05(e7.05(c), (id), (e), (j), (k), (pm), (n), (o), (q), or (r) include the sales, transfers or dispositions of intellectual property that may be necessary or desirable for the Liquidation of the ABL Priority Collateral, either (x) such intellectual property shall be subject to an irrevocable license in favor of the Agent (in form and substance reasonably satisfactory to the Agent) permitting the Liquidation of the ABL Priority Collateral without payment of royalty or other compensation or (sy) and except for Dispositions from a Loan Party prior to any other Loan Party) such sale, transfer or disposition, the Borrower shall be for no less than have delivered to the fair market value of Agent an updated Borrowing Base Certificate eliminating the ABL Priority Collateral subject to such intellectual property at from the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear calculation of the Liens created by the Loan DocumentsBorrowing Base and, and the Administrative Agent after giving effect thereto, no Event of Default or the Collateral Agent, as applicable, Overadvance shall be authorized to take any actions deemed appropriate in order to effect the foregoingexists.

Dispositions. Neither the Borrower nor Make any of the Restricted Subsidiaries shall, directly Disposition or indirectly, enter into any agreement to make any DispositionDisposition (other than as part of or in connection with the Transactions), except: (a) (i) Dispositions of obsolete, worn out out, used or surplus property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of the Parent Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of property no longer used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000Subsidiaries; (b) Dispositions of inventory or inventory, goods (or other assets, including timeshare and residential assets, furniture and equipment) held for sale in the ordinary course of business and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned in the ordinary course of business), in each case, ) in the ordinary course of business; (c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (d) Dispositions of property to the Parent Borrower or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan Party or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02; (e) to the extent constituting Dispositions, transactions permitted by Sections 7.01, 7.02 (other than Section 7.02(e)), 7.04 (other than Section 7.04(f7.04(g)) and 7.067.06 (other than 7.06(d)); (f) any conversions of hotel properties into timeshare or residential properties and the sale or other disposition of assets created in such conversions[Reserved]; (g) Dispositions of Cash Equivalents; (i) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and which do not materially interfere with the business of the Parent Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of intellectual property that do not materially interfere with the business of the Parent Borrower or any of its Restricted Subsidiaries so long so as the Parent Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual property; (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty EventEvents; (j) Dispositions of property; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default existshas occurred and is continuing), no Default shall exist have occurred and been continuing or would result from such Disposition and Disposition, (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $150,000,000, 15,000,000 the Parent Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (l), (p), (q), (r)(i), (r)(ii), (s), (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee) (only to the extent the Obligations are secured by such cash and Cash Equivalentshh)); provided, however, that for the purposes of this clause (j)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Parent Borrower’s (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings the Parent Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Parent Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Parent Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Parent Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by the Parent Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed 5.00the greater of $50,000,000 and 1.25% of Total Assets at any time (net of any non-cash consideration converted into cash and Cash Equivalents) and (iii) to the extent the aggregate amount of Net Proceeds received by the Borrower or a Restricted Subsidiary from Dispositions made pursuant to this Section 7.05(j) in the aggregate exceeds $100,000,000 in any fiscal year, with unused amounts in any fiscal year being carried over to the next succeeding fiscal year only (provided that if any such amount is carried over, it will be deemed used in the applicable subsequent fiscal year only after the amount available in such subsequent fiscal year has been fully used), plus any amount available pursuant to this clause (iii) in the next succeeding fiscal year only (which amount will be permanently reduced if used in the current fiscal year) subject to a maximum of $200,000,000 in any fiscal year, all Net Proceeds in excess of such amount in such fiscal year shall be applied to prepay Loans in accordance with Section 2.05(b)(ii) and may not be reinvested in the business of the Parent Borrower or a Restricted Subsidiary; (k) any Disposition of Securitization Assets (or of the Equity Interests in a Subsidiary, substantially all of the assets of which are Securitization Assets) to a Securitization Subsidiary[Reserved]; (l) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business; (m) Dispositions of property pursuant to sale-leaseback transactions; provided that to the fair market value of extent the aggregate Net Proceeds from all property so Disposed of after such Dispositions since the Closing Date shall not exceed exceeds $100,000,000, such excess may be reinvested in accordance with the definition of “Net Proceeds” or otherwise applied to prepay Loans in accordance with Section 2.05(b)(ii); (n) any swap of assets in exchange for services or other assets in the ordinary course of business of comparable or greater value or usefulness to the business of the Parent Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Parent Borrower; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and; (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (q) the unwinding of any Swap Contract; (r) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights;; and (s) Permitted Intercompany Activitiesany Disposition of Securitization Assets to a Securitization Subsidiary; provided that to the extent the aggregate Net Proceeds from all such Dispositions since the Closing Date exceeds $100,000,000, the Spin-Off Transaction such excess shall be applied to prepay Loans in accordance with Section 2.05(b)(ii) and related transactions; and (t) the Timeshare Disposition (individually or may not be reinvested in the aggregate)business of the Parent Borrower or a Restricted Subsidiary; provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e), (i), (kp), (pq), (r) and (s) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such property at the time of such DispositionDisposition as determined by the Parent Borrower in good faith. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

Dispositions. Neither the Borrower nor Make any of the Restricted Subsidiaries shall, directly Disposition or indirectly, enter into any agreement to make any DispositionDisposition (other than as part of or in connection with the Transactions), except: (a) (i) Dispositions of obsolete, non-core, worn out or surplus property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful or economically practical to maintain in the conduct of the business of Holdings, the Borrower or any of its the Restricted Subsidiaries and (ii) Dispositions of property no longer used or useful in the conduct of the business of Holdings, the Borrower and its the Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000165,000,000; (b) Dispositions of inventory or inventory, goods (or other assets, including timeshare and residential assets, furniture and equipment) held for sale in the ordinary course of business and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property IP Rights to lapse or go abandoned in the ordinary course of business), in each case, abandoned) in the ordinary course of business; (c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (d) Dispositions of property to the Borrower or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan Party or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02; (e) to the extent constituting Dispositions, transactions permitted by Sections 7.01, 7.02 (other than Section 7.02(e)), 7.04 (other than Section 7.04(f7.04(g)) and 7.067.06 (other than 7.06(d)); (f) any conversions of hotel properties into timeshare or residential properties and the sale or other disposition of assets created in such conversions[Reserved]; (g) Dispositions of Cash Equivalents; (i) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of intellectual property IP Rights that do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries so long so as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual propertyIP Rights; (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty EventEvents; (j) Dispositions any Disposition of propertyproperty (including a Disposition of Securitization Assets to a Securitization Subsidiary) or issuance or sale of Equity Interests of any Restricted Subsidiary; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Event of Default existshas occurred and is continuing), no Event of Default under Section 8.01(a) or (g) with respect to Holdings or the Borrower shall exist have occurred and been continuing or would result from such Disposition and (ii) with respect to any Disposition (other than a Permitted Asset Swap) pursuant to this clause (j) for a purchase price in excess of $150,000,000, 25,000,000 the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (l), (p), (q), (r)(i), (r)(ii), (s) and (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee) (only to the extent the Obligations are secured by such cash and Cash Equivalents)); provided, however, that for the purposes of this clause (j)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed 5.00the greater of $150,000,000 and 25% of Total Assets at any time Consolidated EBITDA for the most recently ended period of four consecutive fiscal quarters for which financial statements are internally available (net of any non-cash consideration converted into cash and Cash Equivalents); (k) any Disposition of Securitization Assets (or of the Equity Interests in a Subsidiary, substantially all of the assets of which are Securitization Assets) to a Securitization Subsidiary[Reserved]; (l) Dispositions or discounts without recourse of accounts receivable, or participations therein, or Securitization Assets or related assets, or any disposition of the Equity Interests in a Subsidiary, all or substantially all of the assets of which are Securitization Assets, in each case in connection with any Qualified Securitization Facility or the disposition of an account receivable in connection with the collection or compromise or collection thereof in the ordinary course of business; (m) Dispositions of property pursuant to sale-leaseback transactions; provided that the fair market value of all property so Disposed of after the Closing Date shall not exceed $100,000,000[Reserved]; (n) any swap of assets in exchange for services or other assets in the ordinary course of business of comparable or greater value or usefulness to the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Borrower; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and); (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (q) the unwinding of any Swap Contract; (r) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights; (s) Permitted Intercompany Activities; (t) Dispositions of assets (i) acquired pursuant to or in order to effectuate a Permitted Acquisition which assets are not used or useful to the core or principal business of Holdings, the Spin-Off Transaction Borrower and related transactionsthe Restricted Subsidiaries or (ii) that are made in connection with the approval of any applicable antitrust authority or otherwise necessary or advisable in the good faith determination of Holdings to consummate any acquisition; (u) any surrender or waiver of contract rights or the settlement, release or surrender of contract rights or other litigation claims, in each case, in the ordinary course of business; (v) the issuance of directors’ qualifying shares and shares issued to foreign nationals as required by applicable law; (w) Dispositions to effect the formation of any Subsidiary that is a Delaware Divided LLC, provided that upon formation of such Delaware Divided LLC, Holdings has complied with Section 6.11, to the extent applicable; and (tx) any sale of property or assets, if the Timeshare Disposition (individually acquisition of such property or in assets was financed with Excluded Contributions and the aggregateproceeds of such sale are used to make Investments or Restricted Payments pursuant to Sections 7.02(ee) or 7.06(l); provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e), (i), (ko), (p), (rq) and (s) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such property at the time of such DispositionDisposition as determined by the Borrower in good faith. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

Dispositions. Neither the Borrower nor Such Loan Party will not, and will not permit any of the Restricted its respective Subsidiaries shallto, directly or indirectly, make Dispose of any Disposition, of its assets except: (a) issuances of Qualified Equity Interests by (i) any Wholly-Owned Subsidiary of a Loan Party to a Loan Party, in each case subject to the Collateral and Guarantee Requirement and Section 2.7(b)(i)(B); (b) the sale, lease, rental, licensing or other dispositions of Inventory (including hardware and software) in the ordinary course of business including transfers of Inventory under trial evaluation arrangements in contemplation of a sale, lease or license; provided that the aggregate fair market value of Inventory leased or under trial evaluation arrangements in contemplation of a sale, lease or license shall not exceed $1,000,000 at any one time; (c) the use or transfer of money, cash or Cash Equivalents in a manner that is not prohibited by the terms of this Credit Agreement or the other Loan Documents; (d) the licensing and sublicensing of patents, trademarks, copyrights, and other intellectual property and intellectual property rights in the ordinary course of business, and the leasing and subleasing of any other property; (e) the granting of Liens permitted hereunder and the other transactions permitted by Section 7.2; (f) any Casualty Event and the Disposition of any property subject thereto; (g) the abandonment, cancellation or lapse of issued patents, registered trademarks and other registered intellectual property of a Loan Party or Subsidiary thereof to the extent, in such Loan Party’s reasonable business judgment, not economically desirable in the conduct of such Loan Party’s business or so long as such lapse is not materially adverse to the interests of the Lender and (ii) the expiration of patents in accordance with their statutory terms; (h) the sale of assets (other than Equity Interests of any Wholly-Owned Subsidiary, unless all of the Equity Interests of such Wholly-Owned Subsidiary (other than the Borrower) are sold in accordance with this clause (i)) for at least fair market value, so long as (A) no Event of Default then exists or would immediately result therefrom, (B) at least 75% of the consideration received by the applicable Loan Party consists of cash or Cash Equivalents (it being understood that notes and similar obligations maturing within 90 days will be considered cash) and is paid at the time of the closing of such sale, and (C) the Net Cash Proceeds therefrom are applied and/or reinvested as (and to the extent) required by Section 2.7(b)(i)(A); (i) Dispositions of assets acquired by the Borrower and its Subsidiaries pursuant to a Permitted Acquisition consummated within 24 months of the date of such Permitted Acquisition; (j) any trade in of equipment in exchange for other equipment in the ordinary course of business; (k) the unwinding or terminating of hedging arrangements or transactions contemplated by any Swap Agreement which are not prohibited hereunder; (l) Dispositions of obsolete, damaged, worn out out, used or surplus property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of property no longer used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000; (b) Dispositions of inventory or goods (or other assets, including timeshare and residential assets, furniture and equipment) held for sale and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned in the ordinary course of business)Subsidiaries, in each case, case in the ordinary course of business; (cm) Dispositions between Loan Parties or between Subsidiaries that are not Loan Parties; (n) Dispositions by Excluded Subsidiaries in the ordinary course of property business up to an aggregate maximum of $500,000 by all Excluded Subsidiaries; (o) Sale and Leaseback transactions; (p) Restricted Payments permitted by Section 7.8; (q) the extent that issuance of (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (d) Dispositions of property to restricted Equity Interests by the Borrower to directors, officers and other employees as part of its compensation scheme, or in connection with any Restricted Subsidiary; provided that if the transferor of such property is a Loan Partyother employee stock ownership plan, (i) the transferee thereof must be a Loan Party employee stock purchase program and/or officer, director or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02; (e) to the extent constituting Dispositions, transactions permitted by Sections 7.01, 7.02 (other than Section 7.02(e)), 7.04 (other than Section 7.04(f)) and 7.06; (f) any conversions of hotel properties into timeshare or residential properties and the sale or other disposition of assets created in such conversions; (g) Dispositions of Cash Equivalents; (i) leases, subleases, licenses or sublicenses (including the provision of software under an open source license)employee incentive plan, in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of intellectual property that do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries so long as the Borrower or directors qualifying shares by any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual property;Foreign Subsidiary. (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty Event; (j) Dispositions of property; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists), no Default shall exist or would result from such Disposition and (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $150,000,000, the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (p), (q), (r)(i), (r)(ii), (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee) (only to the extent the Obligations are secured by such cash and Cash Equivalents); provided, however, that for the purposes of this clause (j)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed 5.00% of Total Assets at any time (net of any non-cash consideration converted into cash and Cash Equivalents); (k) any Disposition of Securitization Assets (or of the Equity Interests in a Subsidiary, substantially all of the assets of which are Securitization Assets) to a Securitization Subsidiary; (lr) Dispositions or discounts without recourse of accounts receivable that are distressed or uncollectible in connection with the compromise or collection thereof in the ordinary course of business; (m) Dispositions . To the extent the Lender waives the provisions of property pursuant to sale-leaseback transactions; provided that the fair market value of all property so Disposed of after the Closing Date shall not exceed $100,000,000; (n) any swap of assets in exchange for services or other assets of comparable or greater value or usefulness this Section 7.5 with respect to the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Borrower; (o) any issuance or sale of Equity Interests inany Collateral, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long any Collateral is sold as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and; (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights; (s) Permitted Intercompany Activities, the Spin-Off Transaction and related transactions; and (t) the Timeshare Disposition (individually or in the aggregate); provided that any Disposition of any property pursuant to permitted by this Section 7.05 7.5, such Collateral (except pursuant unless sold to Sections 7.05(e), (i), (k), (p), (r) and (s) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold automatically free and clear of the Liens created by the Collateral Documents and, at the expense of the Loan DocumentsParties, and the Administrative Agent or the Collateral Agent, as applicable, Lender shall be authorized to take all reasonable actions any actions deemed appropriate Loan Party reasonably requests in writing in order to effect the foregoing.

Dispositions. Neither the Borrower nor any of the Restricted Subsidiaries shall, directly or indirectly, make Make any Disposition, except: (a) (i) Dispositions of obsolete, worn out out, used or surplus property, whether now owned or hereafter acquired, in the ordinary course of business acquired and Dispositions of property no longer used or useful in the conduct of the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of property no longer used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000Subsidiaries; (b) Dispositions of inventory or inventory, goods (or other assets, including timeshare and residential assets, furniture and equipment) held for sale in the ordinary course of business and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to other than the lapse or go abandoned abandonment of IP Rights, which is governed by clause (r) of this Section 7.05) and termination of leases and licenses in the ordinary course of business), in each case, in the ordinary course including but not limited to a voluntary or mandatory recall of businessany product; (c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such similar replacement property; (d) Dispositions of property to the Borrower or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan Party or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.027.02 (other than 7.02(e) or (h)); (e) to the extent constituting Dispositions, transactions permitted by Sections 7.01(i) Section 7.01 (other than (7.01(i), (l)(ii) or (q)), (ii) Section 7.02 (other than Section 7.02(e) or (m)), (iii) Section 7.04 (other than Section 7.04(f)) and 7.06(iv) Section 7.06 (other than 7.06(d)); (f) any conversions of hotel properties into timeshare or residential properties and the sale or other disposition of assets created in such conversions[reserved]; (g) Dispositions of cash and Cash Equivalents; (h) (i) leases, subleases, non-exclusive licenses or sublicenses (including the provision of software under an open source license)license or the licensing of other IP Rights) and terminations thereof, in each case in the ordinary course of business and which do not not, in the reasonable business judgment of the Borrower, materially interfere with the business of the Borrower or any of and its Restricted Subsidiaries (taken as a whole) and (ii) Dispositions of intellectual property that IP Rights, and inbound and outbound licenses to IP Rights, in each case in the ordinary course of business and that, in the reasonable business judgment of the Borrower, do not materially interfere in any material respect with the business of the Borrower or any of and its Restricted Subsidiaries so long (taken as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual propertywhole); (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty Event; (j) Dispositions of propertyproperty (including sale-leaseback transactions); provided that (i) at the time of such Disposition or, if earlier, as of the date of a definitive agreement with respect to such Disposition, no Event of Default under Section 8.01(a) or 8.01(f) with respect to the Borrower shall have occurred and been continuing or would result from such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no such Event of Default exists), no Default shall exist or would result from such Disposition and (ii) with respect to any Disposition pursuant to this clause (jSection 7.05(j) for a purchase price in an aggregate amount in excess of the greater of $150,000,00050,000,000 and 5.0% of Consolidated EBITDA individually (and the greater of $100,000,000 and 10.0% of Consolidated EBITDA in the aggregate for any fiscal year when taken with any Dispositions that were excluded in such fiscal year) for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) individually, the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (p), (q), (r)(i), (r)(ii), (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee) (only to the extent the Obligations are secured by such cash and Cash EquivalentsPermitted Liens); provided, however, that for the purposes of this clause (j)(iiii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, Disposition and (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate a fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed 5.00the greater of $200,000,000 and 20.0% of Total Assets Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) at any time - 139 - time; and (net of any non-cash consideration converted into cash and Cash Equivalents)iii) such Disposition is for fair market value as reasonably determined by the Borrower in good faith; (k) any Disposition Dispositions of Securitization Assets (non-core assets in connection with Permitted Acquisitions or other Investments, which assets have a fair market value of no greater than 25% of the Equity Interests in a Subsidiary, substantially all Consolidated EBITDA of the assets of which are Securitization Assets) to a Securitization Subsidiaryacquired Restricted Subsidiary for the previous four fiscal quarters; (li) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of businessbusiness and (ii) receivables and related assets, or any disposition of the Equity Interests in a Subsidiary, all or substantially all of the assets of which are receivables and related assets, pursuant to any Qualified Securitization Facility; (m) Dispositions of property pursuant to sale-leaseback transactions; provided that to the fair market value of extent the aggregate Net Proceeds from all property so Disposed of after such Dispositions since the Closing Date exceeds the greater of $50,000,000 and 5.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09), such excess shall not exceed $100,000,000be reinvested in accordance with the definition of “Net Proceeds” or otherwise applied to prepay Loans in accordance with Section 2.05(b)(ii); (n) any swap of assets in exchange for services or other assets in the ordinary course of business of comparable or greater value or usefulness to the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Borrower; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and[reserved]; (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (q) the unwinding or settling of any Swap Contract; (r) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights;Rights (i) in the ordinary course of business and that, in the reasonable business judgment of the Borrower, do not interfere in any material respect with the business of the Borrower and its Restricted Subsidiaries (taken as a whole) or (ii) expiration of patents or copyrights in accordance with applicable statutory terms for which extension or renewal is not possible; and (s) Permitted Intercompany Activities, other Dispositions in an aggregate amount of not more than the Spin-Off Transaction greater of $75,000,000 and related transactions; and 7.5% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (t) the Timeshare Disposition (individually or determined on a Pro Forma Basis in the aggregateaccordance with Section 1.09); provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(eXxxxxxxx 0.00(x), (ix), (kx), (px)(xx), (rx), (x), (x), (x) and (sr) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such property at the time of such DispositionDisposition as determined by the Borrower in good faith. To the extent any Collateral is Disposed of sold or transferred 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 or evidence the foregoing.

Dispositions. Neither the Borrower nor Convey, sell, lease, transfer or otherwise dispose of (collectively, a “Transfer”), or permit any of the Restricted its Subsidiaries shallto Transfer, directly all or indirectlyany part of its business or property, make any Disposition, except: (a) other than: (i) Dispositions Transfers of obsolete, worn Inventory in the ordinary course of business; (ii) Transfers of non-exclusive licenses and similar arrangements for the use of the property of Borrower or its Subsidiaries in the ordinary course of business; (iii) Transfers of worn-out or surplus propertyobsolete Equipment which was not financed by Bank; (iv) Transfers consisting of the sale or issuance of any stock of Borrower permitted under Section 7.2 of this Agreement; (v) Transfers consisting of Borrower’s use or transfer of money or cash equivalents in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents; (vi) the leasing or subleasing of assets of Borrower or its Subsidiaries in the ordinary course of business, whether now owned (vii) transfers among the Borrowers; and (viii) (A) the lapse of registered patents, trademarks, copyrights and other intellectual property of Borrower and its Subsidiaries to the extent not economically desirable in the conduct of their business or hereafter acquired(B) the abandonment (including, but not limited to, by means of the sale, exclusive license or other disposition of the source code therefor) of patents, trademarks, copyrights, or other intellectual property rights in the ordinary course of business and Dispositions of property no longer used or useful so long as (in the conduct of the business of the Borrower or any of its Restricted Subsidiaries each case under clauses (A) and (ii) Dispositions of property no longer used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000; (b) Dispositions of inventory or goods (or other assets, including timeshare and residential assets, furniture and equipment) held for sale and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned in the ordinary course of business), in each case, in the ordinary course of business; (c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (d) Dispositions of property to the Borrower or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan Party or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02; (e) to the extent constituting Dispositions, transactions permitted by Sections 7.01, 7.02 (other than Section 7.02(eB)), 7.04 (other than Section 7.04(f)) and 7.06; (f) any conversions of hotel properties into timeshare or residential properties and the sale or other disposition of assets created in such conversions; (g) Dispositions of Cash Equivalents; (i) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of intellectual property that do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries so long as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual property; (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty Event; (j) Dispositions of property; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists), no Default shall exist or would result from such Disposition and (ii1) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $150,000,000copyrights, the Borrower or any of its Restricted Subsidiaries shall receive such copyrights are not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (p), (q), (r)(i), (r)(ii), (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee) (only to the extent the Obligations are secured by such cash and Cash Equivalents); provided, however, that for the purposes of this clause (j)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Dispositionmaterial revenue generating copyrights, and (C2) aggregate non-cash consideration received by such lapse is not materially adverse to the Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as interests of the closing Bank. Notwithstanding the foregoing, Borrower may consummate the ECM Line of the applicable Disposition for which such non-cash consideration is received) not to exceed 5.00% of Total Assets at any time (net of any non-cash consideration converted into cash and Cash Equivalents); (k) any Disposition of Securitization Assets (or of the Equity Interests in a SubsidiaryBusiness Sale, substantially all of the assets of which are Securitization Assets) to a Securitization Subsidiary; (l) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business; (m) Dispositions of property pursuant to sale-leaseback transactions; provided that the fair market value of all property so Disposed of after the Closing Date shall not exceed $100,000,000; (n) any swap of assets in exchange for services or other assets of comparable or greater value or usefulness to the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Borrower; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than Borrower complies with the Equity Interests of such an Unrestricted Subsidiary) and; (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties requirements set forth in joint venture arrangements and similar binding arrangements; (r) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights; (s) Permitted Intercompany Activities, the Spin-Off Transaction and related transactions; and (t) the Timeshare Disposition (individually or in the aggregate); provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e), (i), (k), (p), (r) and (s) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoingdefinition thereof.

Dispositions. Neither the Borrower nor The Company will not, and will not permit any of the Restricted Subsidiaries shall, directly or indirectlySubsidiary to, make any Disposition, except: (a) (i) Dispositions of obsolete, damaged, surplus or worn out or surplus property, whether now owned or hereafter acquired, in the ordinary course of business Property and Dispositions of property no longer used or useful in the conduct of the business of the Borrower or any of its Company and the Restricted Subsidiaries and (ii) Dispositions of property no longer used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000; (b) Dispositions of inventory or goods (or other assets, including timeshare and residential assets, furniture and equipment) held for sale and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned in the ordinary course of business)Subsidiaries, in each case, in the ordinary course of business; (b) Dispositions of inventory and other assets in the ordinary course of business; (c) Dispositions of property Property to the extent that (i) such property Property is exchanged for credit against the purchase price of similar replacement property Property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement propertyProperty; (d) Dispositions of property Property (including the issuance of Equity Interests) (i) to the Borrower Company or any to a Restricted Subsidiary; provided that if the transferor of such property Property is a Loan Party, (i) the transferee thereof must be a Loan Party or Party, (ii) if to the extent such transaction constitutes an Investment, such transaction is Investment permitted under Section 7.026.05 and (iii) consisting of Equity Interests of Subsidiaries that are not Loan Parties to other Subsidiaries that are not Loan Parties; (e) to the extent constituting Dispositions, transactions Dispositions permitted by Sections 7.01, 7.02 6.03 (other than Section 7.02(e6.03(a)), 7.04 (other than 6.04 and 6.05 and Liens permitted by Section 7.04(f)) 6.02 and 7.06Dispositions of Receivables and Permitted Receivables Related Assets in connection with Permitted Receivables Facilities; (f) any conversions Dispositions of hotel properties into timeshare or residential properties cash and the sale Cash Equivalents (or other disposition assets that were Cash Equivalents when the original Investment was made) in the ordinary course of assets created in such conversionsbusiness; (g) Dispositions of Cash Equivalentsaccounts receivable in connection with the collection or compromise thereof; (i) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries and (iih) Dispositions of intellectual property that do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries so long as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights Investments made pursuant to use such intellectual propertySection 6.05(v); (i) transfers of property Property to the extent subject to Casualty Events upon receipt of the Net Proceeds of such Casualty EventEvents; (j) Dispositions any Disposition of propertyProperty; provided that (x) prior to the IPO Closing Date, so long as the Company is in compliance with Section 18.1.14 of the Rabo RCF (as in effect on the Closing Date) and (y) on and after the IPO Closing Date, so long as (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Event of Default exists), no Event of Default shall exist or would result from such Disposition and (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $150,000,00020,000,000, the Borrower Company or any of its a Restricted Subsidiaries Subsidiary shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (p), (q), (r)(i), (r)(ii), (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee) (only to the extent the Obligations are secured by such cash and Cash Equivalents); provided, however, that for the purposes of this clause (j)(iiii), each of the following shall be deemed to be cash: (A) any liabilities (as shown on the BorrowerCompany’s (or the such Restricted Subsidiaries’, as applicable) Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings the Company or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower Company and all of its the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower Company or the applicable such Restricted Subsidiary from such transferee that are converted by the Borrower Company or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, Disposition and (C) aggregate nonDesignated Non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having Cash Consideration in an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) amount not to exceed 5.00the greater of (x) $57,000,000 and (y) 15% of Total Assets LTM Consolidated EBITDA (measured at any the time (net of any non-cash consideration converted into cash and Cash Equivalentssuch Disposition is consummated); (k) any other Dispositions of Property in an aggregate amount not to exceed the greater of (x) $28,500,000 and (y) 7.5% of LTM Consolidated EBITDA (measured at the time such Disposition of Securitization Assets (or of the Equity Interests in a Subsidiary, substantially all of the assets of which are Securitization Assets) to a Securitization Subsidiaryis consummated); (l) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course Investments in, and issuances of business; (m) Dispositions of property pursuant to sale-leaseback transactions; provided that the fair market value of all property so Disposed of after the Closing Date shall not exceed $100,000,000; (n) any swap of assets in exchange for services or other assets of comparable or greater value or usefulness to the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Borrower; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and; (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (rm) any Restricted Subsidiary may liquidate or dissolve if the lapse Company determines in good faith that such liquidation or abandonment dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; (n) so long as no Event of Default has occurred and is continuing, the Company and its Restricted Subsidiaries may transfer inventory in a non-cash or cash transfer to Restricted Subsidiaries of the Company in the ordinary course of its business; (o) so long as no Event of Default exists at the time of the respective transfer or immediately after giving effect thereto, Loan Parties shall be permitted to transfer additional assets (other than inventory, cash, Cash Equivalents and Equity Interests in any Loan Party) to other Restricted Subsidiaries of the Company, so long as cash in an amount at least equal to the fair market value of the assets so transferred is received by the respective transferor; (p) the Company and its Restricted Subsidiaries may sell or exchange specific items of equipment, in connection with the exchange or acquisition of replacement items of equipment which are useful in the business of the Company or any registrations of its Restricted Subsidiaries; (q) any surrender or applications for registration waiver of contract rights or the settlement, release, recovery on or surrender of contract, tort or other claims of any immaterial IP Rightskind in the ordinary course of business; (r) Dispositions made to comply with any order of any Governmental Authority or any applicable Law; (s) Permitted Intercompany Activitiesany sale of motor vehicles and information technology equipment purchased at the end of an operating lease and resold thereafter; (t) any Subsidiary may issue Equity Interests to qualified directors where required by applicable Law or to satisfy other requirements of applicable law with respect to ownership of Capital Stock in Subsidiaries; (u) the sale or issuance of the Equity Interests of any Subsidiary (other than a Loan Party) to any other Subsidiary including in connection with any tax restructuring activities not otherwise prohibited hereunder; (v) terminations or the unwinding of any Swap Agreement permitted hereunder; (w) the Disposition of the Equity Interests in, the Spin-Off Transaction and related transactionsIndebtedness of, or other securities issued by, an Unrestricted Subsidiary; and (tx) the Timeshare Disposition Company, or any of its Restricted Subsidiaries may sell or transfer any property to any other Person that the Company or any of its Restricted Subsidiaries leases or intends to lease such property for substantially the same purpose as the property which has been or is to be sold or transferred so long as such transaction is either (individually i) a capital lease or purchase money Indebtedness permitted by Section 6.01, or (ii)(A) made for cash consideration or Qualified Equity Interests or the proceeds of an issuance of Qualified Equity Interests, (B) the Company or its applicable Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (C) the aggregate fair market value (as determined by the Company in good faith) of the aggregateassets sold subject to all sale and leaseback transactions under this clause (x) shall not exceed the greater of $100,000,000 and 25% of LTM Consolidated EBITDA (determined at the time such sale and leaseback is consummated); provided that any Disposition of any property Property to the extent classified pursuant to this Section 7.05 (except pursuant to one or more of Sections 7.05(e), (i), (k), (p), (r6.11(j) and (s) and except for Dispositions from a Loan Party to any other Loan Partyk) shall be for no less than the fair market value of such property Property at the time of such Disposition. To Disposition in 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 good faith determination of the Liens created by Company. Notwithstanding anything to the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate contrary in order to effect the foregoing, the exception set forth in Section 6.11(k) shall not be applicable until the IPO Closing Date.

Dispositions. Neither the Borrower nor any of the Restricted Subsidiaries shall, directly or indirectly, make any Disposition, except: (a) (i) Dispositions of obsolete, worn out or surplus property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of property no longer used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000; (b) Dispositions of inventory or goods (or other assets, including timeshare and residential assets, furniture and equipment) held for sale and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned in the ordinary course of business), in each case, in the ordinary course of business; (c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (d) Dispositions of property to the Borrower or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan Party or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02; (e) to the extent constituting Dispositions, transactions permitted by Sections 7.01, 7.02 (other than Section 7.02(e)), 7.04 (other than Section 7.04(f)) and 7.06; (f) any conversions Dispositions contemplated as of hotel properties into timeshare or residential properties the Closing Date and the sale or other disposition of assets created in such conversionslisted on Schedule 7.05(f); (g) Dispositions of Cash Equivalents; (i) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of intellectual property that do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries so long as Holdings, the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual property; (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty Event; (j) Dispositions of property; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists), no Default shall exist or would result from such Disposition and (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $150,000,00040,000,000, the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (p), (q), (r)(i), (r)(ii), (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee) (only to the extent the Obligations are secured by such cash and Cash Equivalents); provided, however, that for the purposes of this clause (j)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed 5.004.0% of Total Assets at any time (net of any non-cash consideration converted into cash and Cash Equivalents); (k) any Disposition of Securitization Assets (or of the Equity Interests in a Subsidiary, substantially all of the assets of which are Securitization Assets) to a Securitization Subsidiary[reserved]; (l) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business; (m) Dispositions of property pursuant to sale-leaseback transactions; provided that the fair market value of all property so Disposed of after the Closing Date shall not exceed $100,000,000; (n) any swap of assets in exchange for services or other assets of comparable or greater value or usefulness to the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Borrower; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (other than Unrestricted Subsidiaries the primary assets of which are cash and/or Cash Equivalents) (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and); (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights; (s) Permitted Intercompany Activities, the Spin-Off Transaction and related transactions; and (t) Dispositions to effect the Timeshare Disposition (individually or in formation of any Subsidiary that is a Delaware Divided LLC, provided that upon formation of such Delaware Divided LLC, the aggregate)Borrower has complied with Section 6.11, to the extent applicable; provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e), (i), (k), (p), (r) and (s) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

Dispositions. Neither the Borrower nor Make any of the Restricted Subsidiaries shall, directly Disposition or indirectly, enter into any agreement to make any DispositionDisposition (other than as part of or in connection with the Transactions), except: (a) (i) Dispositions of obsolete, worn out out, used or surplus property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of property no longer used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000Subsidiaries; (b) Dispositions of inventory or inventory, goods (or other assets, including timeshare and residential assets, furniture and equipment) held for sale in the ordinary course of business and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property IP Rights to lapse or go abandoned in the ordinary course of business), in each case, abandoned) in the ordinary course of business; (c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (d) Dispositions of property to the Borrower or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan Party (other than Holdings) or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02; (e) to the extent constituting Dispositions, transactions permitted by Sections 7.01, 7.02 (other than Section 7.02(e)), 7.04 (other than Section 7.04(f7.04(g)) and 7.067.06 (other than 7.06(d)); (f) any conversions of hotel properties into timeshare or residential properties and the sale or other disposition of assets created in such conversions[Reserved]; (g) Dispositions of Cash Equivalents; (i) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and or which do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries, (ii) Dispositions of IP Rights that do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries and (iiiii) Dispositions of intellectual property that do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries so long as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual propertyForeign IP Transfer; (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty EventEvents; (j) Dispositions of property; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default existshas occurred and is continuing), no Default shall exist have occurred and been continuing or would result from such Disposition and (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $150,000,000, 17,50020,000,000 the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (l), (p), (q), (r)(i), (r)(ii), (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee) (only to the extent the Obligations are secured by such cash and Cash Equivalentss)); provided, however, that for the purposes of this clause (j)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed 5.00the greater of $5065,000,000 and 2.00% of Total Assets at any time (net of any non-cash consideration converted into cash and Cash Equivalents); provided that Accounts and Inventory may only be the subject of Dispositions pursuant to this clause (j) in any fiscal year of the Borrower to the extent such Disposed Accounts and Inventory (valued in accordance with the definition of the term “Borrowing Base” without giving effect to the advance rates set forth therein) aggregate to no more than 20% of the Borrowing Base for all such Dispositions in such fiscal year, measured as of the time of each such Disposition; provided further that if any Accounts or Inventory are Disposed of pursuant to this clause (j), then the Borrower shall, upon the closing of such Disposition, deliver an updated Borrowing Base Certificate and, for the avoidance of doubt, comply with the provisions of Section 2.05(b)(i) to the extent required; (k) any Disposition of Securitization Assets (or of the Equity Interests in a Subsidiary, substantially all of the assets of which are Securitization Assets) to a Securitization Subsidiary[Reserved]; (l) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business; provided that upon the Disposition or discount pursuant to this Section 7.05(l) of Collateral of any Loan Party included in the Borrowing Base, if the Net Proceeds thereof in any transaction or series of related transactions are, or are expected to be, in excess of $1,000,000, the Borrower shall furnish an updated Borrowing Base Certificate promptly upon the Disposition or discount of such Collateral, and for the avoidance of doubt, comply with the provisions of Section 2.05(b)(i) to the extent required; (m) Dispositions of property pursuant to sale-leaseback transactions; provided that to the fair market value of extent the aggregate Net Proceeds from all property so Disposed of after such Dispositions since the Closing Date shall not exceed exceeds $100,000,00075,000,000, such excess may be reinvested in accordance with the definition of “Net Proceeds” or otherwise applied to prepay Term Loan Facility Indebtedness or, if no Term Loan Facility Indebtedness is then outstanding, other Indebtedness (other than the Obligations and any Junior Financing) of the Borrower or any Restricted Subsidiary in accordance with the mandatory prepayment provisions thereof; (n) any swap of assets in exchange for services or other assets in the ordinary course of business of comparable or greater value or usefulness to the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Borrower; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and; (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (q) the unwinding of any Swap Contract; (r) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights; (s) Permitted Intercompany Activities, the Spin-Off Transaction Disposition of that certain brand of Insight identified to the Administrative Agent prior to the September 2014 Amendment Closing Date; provided that the Net Proceeds of such Disposition shall be applied to prepay any outstanding term loans in accordance with the Term Loan Credit Agreement and related transactionsmay not be reinvested in the business of the Borrower or a Restricted Subsidiary; and (t) the Timeshare Disposition (individually or in the aggregate); issuance of Nominal Shares. provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e), (i), (kp), (pq), (r) and (s) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such property at the time of such DispositionDisposition as determined by the Borrower in good faith. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

Dispositions. Neither the Borrower nor Convey, sell, lease, transfer or otherwise dispose of (collectively “Transfer”), or permit any of the Restricted its Subsidiaries shallto Transfer, directly all or indirectlyany part of its business or property, make any Disposition, exceptexcept for: (a) Transfers to a Credit Party or transfers among Borrower’s Subsidiaries which are not Credit Parties; (ib) Dispositions Transfers constituting non-exclusive licenses and similar arrangements for the use of obsolete, worn out the property of Borrower or surplus property, whether now owned or hereafter acquired, its Subsidiaries in the ordinary course of business and Dispositions other non-perpetual licenses that may be exclusive with respect to geographic location, fields of property no longer used or useful use, customized products for specific customers and time based exclusivity approved by Borrower’s Board of Directors, but that could not result in a legal transfer of Borrower’s title in the conduct of the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of property no longer used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000licensed property; (bc) Dispositions Transfers otherwise permitted by the Loan Documents; (d) sales or discounting of inventory or goods (or other assets, including timeshare and residential assets, furniture and equipment) held for sale and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned in the ordinary course of business), in each case, delinquent accounts in the ordinary course of business; (c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (d) Dispositions of property to the Borrower or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan Party or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02; (e) to Transfers associated with the extent constituting Dispositions, transactions permitted by Sections 7.01, 7.02 (other than Section 7.02(e)), 7.04 (other than Section 7.04(f)) and 7.06making or disposition of a Permitted Investment; (f) any conversions of hotel properties into timeshare or residential properties and the sale or other disposition of assets created in such conversions; (g) Dispositions of Cash Equivalents; (i) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case Transfers in the ordinary course of business for reasonably equivalent consideration; (g) Issuance and Transfer of shares of capital stock (which do not materially interfere with the business have no dividend or redemption rights) of the Borrower or any its Subsidiaries in capital raising transactions approved by the Borrower’s Board of its Restricted Subsidiaries and Directors; (iih) Dispositions Transfers of intellectual property that do non-core assets for fair market value in an aggregate amount not materially interfere with to exceed $5,000,000 during the business term of the Borrower or any of its Restricted Subsidiaries so long as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual property;this Agreement; and (i) transfers Transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty Event; (j) Dispositions of property; provided that (i) at the time of such Disposition assets (other than any Accounts (unless such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists), no Default shall exist or would result from such Disposition and (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $150,000,000, the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (p), (q), (r)(i), (r)(ii), (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee) (only to the extent the Obligations are secured by such cash and Cash Equivalents); provided, however, that for the purposes of this clause (j)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration Transfer is received) not to exceed 5.00% of Total Assets at any time (net of any non-cash consideration converted into cash and Cash Equivalents); (k) any Disposition of Securitization Assets (or of the Equity Interests in a Subsidiary, substantially all of the assets of which are Securitization Assets) to a Securitization Subsidiary; (l) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of Borrower’s business; (m)) Dispositions of property pursuant to sale-leaseback transactions; provided not otherwise permitted in this Section 7.1, provided, that the fair market aggregate book value of all property so Disposed of after the Closing Date such Transfers by Borrower and its Subsidiaries, together, shall not exceed in any fiscal year, $100,000,000; (n) any swap of assets in exchange for services or other assets of comparable or greater value or usefulness to the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Borrower; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and; (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights; (s) Permitted Intercompany Activities, the Spin-Off Transaction and related transactions; and (t) the Timeshare Disposition (individually or in the aggregate); provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e), (i), (k), (p), (r) and (s) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing1,000,000.

Dispositions. Neither the Borrower nor any of the Restricted Subsidiaries shall, directly or indirectly, make Make any Disposition, except: (a) (i) Dispositions of obsolete, worn out out, used or surplus property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of property no longer used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000Subsidiaries; (b) Dispositions of inventory in the ordinary course of business or consistent with past practice, goods (or other assets, including timeshare and residential assets, furniture and equipment) held for sale in the ordinary course of business and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned in the ordinary course of business), in each case, ) and termination of leases and licenses in the ordinary course of business; (c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (d) Dispositions of property to the Borrower or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan Party (other than a Holdco) or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.027.02 other than Section 7.02(e); (e) to the extent constituting Dispositions, transactions permitted by Sections 7.01(i) Section 7.01 (other than Section 7.01(i) and (l)(ii)), (ii) Section 7.02 (other than Section 7.02(e) or (h)), (iii) Section 7.04 (other than Section 7.04(f7.04(g)) and 7.06(iv) Section 7.06 (other than 7.06(d)); (f) any conversions of hotel properties into timeshare or residential properties and Dispositions to consummate the sale or other disposition of assets created in such conversionsTransactions; (g) Dispositions of cash and Cash Equivalents; (ih) leases, subleases, licenses or sublicenses (including the provision licenses and sublicenses of software under an open source license)or other intellectual property rights) and terminations thereof, in each case in the ordinary course of business business, and which do not materially interfere with the business of the Borrower or any of and its Restricted Subsidiaries (taken as a whole) and (ii) Dispositions of intellectual property (including inbound licenses) that do not materially interfere with is no longer material to the business of the Borrower or any of and its Restricted Subsidiaries so long as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual propertySubsidiaries; (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty EventEvents; (j) Dispositions of property; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default existshas occurred and is continuing), no Event of Default shall exist have occurred and be continuing or would result from such Disposition and Disposition, (ii) with respect to any Disposition Dispositions pursuant to this clause (jSection 7.05(j) for a an aggregate purchase price for all such Dispositions in excess of $150,000,00010,000,000 in any fiscal year, the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual non-consensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (l), (m), (n), (p), (q), (r)(i), (r)(ii), (s), (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents), (jj) and (eekk) (only to the extent the Obligations are secured by such cash and Cash Equivalents)); provided, however, that for the purposes of this clause (j)(iiii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed 5.00the greater of $12,500,000 and 20% of Total Assets LTM EBITDA at any time and (net iii) the Borrower or the applicable Restricted Subsidiary complies with the applicable provision of any non-cash consideration converted into cash and Cash EquivalentsSection 2.05(b); (k) any Disposition Dispositions of Securitization Assets non-core assets acquired in connection with Permitted Acquisitions or other Investments; provided that (or i) the aggregate amount of such sales shall not exceed 25% of the Equity Interests in a Subsidiary, substantially all fair market value of the assets of which are Securitization Assetsacquired entity or business and (ii) to a Securitization Subsidiaryeach such sale is in an arm’s-length transaction and the Borrower or the respective Restricted Subsidiary receives at least fair market value in exchange therefor; (l) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business; (m) Dispositions of property pursuant to sale-leaseback transactions; provided that to the fair market value of extent the aggregate Net Proceeds from all property so Disposed of after such Dispositions since the Closing Date exceeds $15,000,000, such excess shall not exceed $100,000,000be reinvested in accordance with the definition of “Net Proceeds” or otherwise shall be applied to prepay Loans in accordance with Section 2.05(b)(ii); (n) any swap of assets in exchange for services or other assets in the ordinary course of business of comparable or greater value or usefulness to the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Borrower; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and; (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (q) the unwinding or settlement of any Swap Contract; (r) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights; (s) Permitted Intercompany Activities, the Spin-Off Transaction and related transactions[reserved]; and (t) [reserved]; (u) Dispositions of non-Collateral assets in an aggregate amount not to exceed $5,000,000; and (v) Dispositions pursuant to agreements, instruments or arrangements in existence on the Timeshare Disposition (individually or in the aggregateClosing Date and set forth on Schedule 7.05(v); provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e7.05(a), (b), (d), (e), (f), (h), (i), (kl), (p), (rq) and (sr) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such property at the time of such DispositionDisposition as determined by the Borrower in good faith. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

Dispositions. Neither Holdings nor the Borrower will (nor will they permit any of the Restricted Subsidiaries shall, directly or indirectly, to) make any Disposition, except: (a) (i) Dispositions of obsolete, surplus or worn out or surplus property, whether now owned or hereafter acquired, in the ordinary course Ordinary Course of business Business of Holdings and Dispositions of property no longer used or useful in the conduct of the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of property no longer used or useful in or economically practicable to maintain in the conduct of the business of the Borrower and its Holdings or any Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000Subsidiary; (b) (i) Dispositions of inventory or goods permitted by Section 6.11 (or other assets, including timeshare and residential assets, furniture and equipment) held for sale and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned in the ordinary course of businessthan Section 6.11(e)), in each case(ii) Investments permitted by Section 6.08 (other than Section 6.08(f)), in the ordinary course of business(iii) Restricted Payments permitted by Section 6.06 (other than Section 6.06(b)) and (iv) Liens permitted by Section 6.01 (other than Section 6.01(k)); (c) Dispositions by Holdings or any of the Restricted Subsidiaries of property pursuant to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement propertysale-leaseback transactions permitted by Section 6.04; (d) Dispositions of property to inventory (including on an intercompany basis), cash and Cash Equivalents in the Borrower or any Restricted SubsidiaryOrdinary Course of Business; provided that if the transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan Party or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02;[[3666665]] (e) licenses, sublicenses, leases or subleases (or other grants of rights to use or exploit) of IP Rights (i) existing on the extent constituting Dispositionsdate hereof, transactions permitted by Sections 7.01(ii) between or among Holdings and the Restricted Subsidiaries or between or among the Restricted Subsidiaries or (iii) granted to others in the Ordinary Course of Business not interfering in any material respect with the business of Holdings, 7.02 (the Borrower and the other than Section 7.02(e))Restricted Subsidiaries, 7.04 (other than Section 7.04(f)) and 7.06taken as a whole; (f) Disposition of property (i) between Loan Parties, (ii) between Restricted Subsidiaries (other than Loan Parties), (iii) by Restricted Subsidiaries that are not Loan Parties to any conversions Loan Party or (iv) by Loan Parties to any Subsidiary that is not a Loan Party; provided that (A) the portion (if any) of hotel properties into timeshare or residential properties any such Disposition made for less than fair market value and the sale or other disposition of assets created (B) any noncash consideration received in exchange for any such Disposition, shall in each case constitute an Investment in such conversionsSubsidiary (and such Disposition shall be permitted only if such Investment is permitted by Section 6.08 (other than Section 6.08(f))); (g) Dispositions in the Ordinary Course of Cash Equivalents; Business consisting of (i) the termination of leasehold or other non-fee interests in real property which, in the reasonable good faith determination of the Borrower, are not material to the conduct of the business of Holdings and the Subsidiaries and (ii) leases, subleases, licenses or sublicenses of property or other grants in real property permitted pursuant to clause (including e) of the provision definition of software under an open source license), in each case Permitted Liens in the ordinary course Ordinary Course of business Business and which do not materially interfere with the business of Holdings and the Borrower Restricted Subsidiaries; (h) transfers of equipment, fixed assets or real property (including any of its improvements thereon) subject to any event that gives rise to the receipt by Holdings and the Restricted Subsidiaries and (ii) Dispositions of intellectual property that do not materially interfere with any casualty insurance proceeds or condemnation awards in respect thereof to replace, restore or repair, or compensate for the business loss of, such equipment, fixed assets or real property, upon receipt of the Borrower Net Cash Proceeds of such casualty insurance proceeds or any of its Restricted Subsidiaries so long as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual propertycondemnation awards; (i) transfers so long as no Default or Event of property subject to Casualty Events upon receipt Default shall have occurred and be continuing or would result therefrom, any other Dispositions of assets for fair market value; provided that (i) at least 75% of the Net Proceeds total consideration received by Holdings and the Restricted Subsidiaries for any such Disposition with a fair market value in excess of $7,500,000 is in the form of (x) cash, (y) Cash Equivalents or (z) Designated Non-Cash Consideration; provided, however, that the fair market value of such Casualty EventDesignated Non-Cash Consideration shall not, when taken together with all other Designated Non-Cash Consideration outstanding at the time of such Disposition, exceed $30,000,000 (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value), and (ii) the requirements of Section 2.10(b), to the extent applicable, are complied with in connection therewith; (j) Dispositions of non-core assets (which may include real property; provided that (i) at the time of such Disposition acquired in connection with any Permitted Acquisition or other Investment permitted by Section 6.08 (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default existsSection 6.08(f), no Default shall exist or would result from such Disposition and (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $150,000,000, within 365 days after the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% consummation of such consideration Permitted Acquisition or other Investment in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (p), (q), (r)(i), (r)(ii), (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee) (only to the extent the Obligations are secured by such cash and Cash Equivalents); provided, however, that for the purposes of this clause (j)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition amount for which all such non-cash consideration is received) Dispositions not to exceed 5.00% of Total Assets at any time (net of any non-cash consideration converted into cash and Cash Equivalents)$50,000,000; (k) any individual Disposition or series of Securitization Assets related Dispositions in the Ordinary Course of Business of Holdings and the Restricted Subsidiaries having a fair market value not in excess of $7,500,000; provided that the aggregate amount of Dispositions pursuant to this clause (or of the Equity Interests in a Subsidiary, substantially all of the assets of which are Securitization Assetsk) to a Securitization Subsidiaryshall not exceed $40,000,000; (l) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business;[reserved]; [[3666665]] (m) Dispositions of property pursuant to sale-leaseback transactions; provided that the fair market value of all property so Disposed of after the Closing Date shall not exceed $100,000,000; (n) any swap of assets in exchange for services or other assets of comparable or greater value or usefulness to the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Borrower; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and; (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary to, buy/sell arrangements between, between the joint venture parties set forth in the joint venture arrangements and agreement or similar binding arrangementsagreements entered into with respect to such Investment in such joint venture; (n) Dispositions of Equity Interests deemed to occur upon the exercise of stock options, warrants or other convertible securities if such Equity Interests represent (i) a portion of the exercise price thereof or (ii) withholding incurred in connection with such exercise; (o) [reserved]; (p) [reserved]; (q) sales of receivables pursuant to any Permitted Receivables Facility; (r) Asset Swaps; provided that, immediately after giving effect to such Asset Swap, the lapse or abandonment Borrower shall be in compliance, on a pro forma basis, with the ordinary course of business of any registrations or applications for registration of any immaterial IP RightsFinancial Covenant; (s) Permitted Intercompany Activities(i) Dispositions of Investments and accounts receivable in connection with the collection, settlement or compromise thereof in the SpinOrdinary Course of Business or (ii) any surrender or waiver of contract rights pursuant to a settlement, release, recovery on or surrender of contract, tort or other claims of any kind; (t) Dispositions in the Ordinary Course of Business consisting of (i) the abandonment of IP Rights which, in the reasonable good faith determination of the Borrower, are not material to the conduct of the business of Holdings and the Subsidiaries and (ii) licensing, sublicensing and cross-Off Transaction and related transactionslicensing arrangements involving any technology or other intellectual property or general intangibles of Holdings or the Subsidiaries; (u) terminations of Hedge Agreements; and (tv) the Timeshare Disposition (individually or in the aggregate); provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e), (i), (k), (p), (r) and (s) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan DocumentsEquity Interests of, and the Administrative Agent or the Collateral Agentassets or securities of, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoingUnrestricted Subsidiaries.

Dispositions. Neither the Borrower nor Make any of the Restricted Subsidiaries shall, directly Disposition or indirectly, enter into any agreement to make any Disposition, except: (a) (i) Dispositions of obsolete, obsolete or worn out or surplus property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of property no longer used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000business; (b) Dispositions of inventory or goods (or other assets, including timeshare and residential assets, furniture and equipment) held for sale and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned in the ordinary course of business), in each case, in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Loan Party to the Borrower or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan Party or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02; (e) to the extent constituting Dispositions, transactions Dispositions permitted by Sections 7.01, 7.02 (other than Section 7.02(e)), 7.04 (other than Section 7.04(f)) and 7.067.04; (f) non-exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering, individually or in the aggregate, in any conversions material respect with the conduct of hotel properties into timeshare or residential properties the business of the Borrower and the sale or other disposition of assets created in such conversions;its Subsidiaries; A/74396737.7 (g) Dispositions of Cash Equivalents; (i) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case real or personal property granted by any Borrower or any of its Subsidiaries to others in the ordinary course of business and which do not materially interfere interfering in any material respect with the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of intellectual property that do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries so long as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual propertySubsidiaries; (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty Event; (jh) Dispositions of property; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists), no Default shall exist or would result from such Disposition and (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $150,000,000, the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (p), (q), (r)(i), (r)(ii), (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee) (only to the extent the Obligations are secured by such cash and Cash Equivalents); provided, however, that for the purposes of this clause (j)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed 5.00% of Total Assets at any time (net of any non-cash consideration converted into cash and Cash Equivalents); (k) any Disposition of Securitization Assets (or of the Equity Interests in a Subsidiary, substantially all of the assets of which are Securitization Assets) to a Securitization Subsidiary; (l) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of businesscasualty events; (m) Dispositions of property pursuant to sale-leaseback transactions; provided that the fair market value of all property so Disposed of after the Closing Date shall not exceed $100,000,000; (n) any swap of assets in exchange for services or other assets of comparable or greater value or usefulness to the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Borrower; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and; (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights; (s) Permitted Intercompany Activities, the Spin-Off Transaction and related transactions; and (t) the Timeshare Disposition (individually or in the aggregate); provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e), (i), (k), (p), (r) and (s) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

Dispositions. Neither the Borrower nor any of the Restricted Subsidiaries shall, directly or indirectly, make Make any Disposition, except: (a) (i) Dispositions whether in one transaction or a series of obsoleterelated transactions, worn out of all or surplus propertyany part of its business, property or assets, whether now owned or hereafter acquiredacquired (or agree to do any of the foregoing), or permit any of its Subsidiaries to do any of the foregoing, except for Dispositions (a) of Inventory in the ordinary course of business; (b) of worn-out or obsolete Equipment that is, in the reasonable judgment of a Loan Party, no longer economically practicable to maintain or useful in the ordinary course of business of such Loan Party; (c) consisting of Permitted Liens and Dispositions Permitted Investments; (d) consisting of the transfer, sale, issuance or exercise of (x) any Qualified Equity Interests of KIN, HoldCo, SPAC or Publico or a PIPE and (y) any Qualified Equity Interests between or among Loan Parties; (e) of non-exclusive licenses and leases for the use of the property (including intellectual property) of a Loan Party or its Subsidiaries in the ordinary course of business; (f) consisting of the Loan Parties’ use or transfer of money or Cash Equivalents (other than transfers to Affiliates that are non-Loan Parties) in the ordinary course of its business for the payment of ordinary course business expenses in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents; (g) of the Surplus Note, solely to the extent that the proceeds received in connection with such Disposition are (A) sufficient to pay in full all Obligations and (B) applied to pay the outstanding principal amount of the Term Loan in accordance with Section 2.2(f)(viii)(B) and all other Obligations in accordance with the terms of this Agreement; (h) between and/or among the Loan Parties; (i) the sale or discount, in each case without recourse, of Accounts past due arising in the ordinary course of business, but only in connection with the compromise or collection thereof; (j) the lapse, abandonment or other dispositions of intellectual property that is, in the reasonable good faith judgment of a Loan Party, no longer used economically practicable or commercially desirable to maintain or useful in the conduct of the business of the Borrower Loan Parties or any of its Restricted Subsidiaries and their Subsidiaries; (iik) Dispositions resulting from any loss, destruction or damage of any property no longer used or useful in the conduct assets or any actual condemnation, seizure or taking, by exercise of the business power of eminent domain or otherwise, of any property or assets; (l) mergers and consolidations to the Borrower and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000; (b) Dispositions of inventory or goods (or other assetsextent expressly permitted by Section 7.3, including timeshare and residential assets, furniture and equipmenta SPAC Transaction; (m) held for sale and immaterial assets (including allowing any registrations the termination or any applications for registration unwinding of any immaterial intellectual property to lapse or go abandoned Swap Contract in accordance with its terms in the ordinary course of business), in each case, in the ordinary course of business; ; and (cn) other Dispositions of property to the extent or assets that (i) such property is exchanged are made for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (d) Dispositions of property to the Borrower or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan Party or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02; (e) to the extent constituting Dispositions, transactions permitted by Sections 7.01, 7.02 (other than Section 7.02(e)), 7.04 (other than Section 7.04(f)) and 7.06; (f) any conversions of hotel properties into timeshare or residential properties and the sale or other disposition of assets created in such conversions; (g) Dispositions of Cash Equivalents; (i) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of intellectual property that do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries fair market value so long as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual property; (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty Event; (j) Dispositions of property; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists), no Default shall exist or would result from such Disposition and (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $150,000,000, the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (p), (q), (r)(i), (r)(ii), (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee) (only to the extent the Obligations are secured by such cash and Cash Equivalents); provided, however, that for the purposes of this clause (j)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s (or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed 5.00% of Total Assets at any time (net of any non-cash consideration converted into cash and Cash Equivalents); (k) any Disposition of Securitization Assets (or of the Equity Interests in a Subsidiary, substantially all of the assets of which are Securitization Assets) to a Securitization Subsidiary; (l) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business; (m) Dispositions of property pursuant to sale-leaseback transactions; provided that the fair market value of all property and assets so Disposed disposed of after the Closing Date by Loan Parties and their Subsidiaries, together, shall not exceed $100,000,000; (n) 500,000 in any swap of assets in exchange for services or other assets of comparable or greater value or usefulness to Fiscal Year. Notwithstanding the business of the Borrower and its Subsidiaries as a wholeforegoing, as determined in good faith by the management of the Borrower; (o) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and; (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights; (s) Permitted Intercompany Activities, the Spin-Off Transaction and related transactions; and (t) the Timeshare Disposition (individually or in the aggregate); provided that Loan Party shall make any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e), (i), (k), (p), (r) and (s) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoingdomain name listed on Schedule 7.1 hereto.

Dispositions. Neither the Borrower nor Parent shall not, and shall not permit any of the its Restricted Subsidiaries shallto, directly or indirectly, make consummate any Disposition, except: (a) (i) Dispositions any disposition of obsoletecash, Cash Equivalents or Investment Grade Securities or damaged, obsolete or worn out equipment or surplus propertyother assets, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property assets no longer used or useful in the conduct of the business of Parent and the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of property no longer used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000; (b) Dispositions of inventory or goods (or other assets, including timeshare and residential assets, furniture and equipment) held for sale and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned in the ordinary course of business)reasonable opinion Parent, in each case, in the ordinary course of business; (c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (d) Dispositions of property to the Borrower business or any Restricted Subsidiary; provided that if the transferor disposition of such property is a Loan Party, inventory or goods (ior other assets) the transferee thereof must be a Loan Party or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02; (e) to the extent constituting Dispositions, transactions permitted by Sections 7.01, 7.02 (other than Section 7.02(e)), 7.04 (other than Section 7.04(f)) and 7.06; (f) any conversions of hotel properties into timeshare or residential properties and the held for sale or other disposition any lease of assets created in such conversions; (g) Dispositions of Cash Equivalents; (i) leases, subleases, licenses or sublicenses (including the provision of software under an open source license)advertising space, in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries and (ii) Dispositions of intellectual property that do not materially interfere with the business of the Borrower or any of its Restricted Subsidiaries so long as the Borrower or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual propertybusiness; (ib) transfers the disposition of property subject to Casualty Events upon receipt all or substantially all of the Net Proceeds assets of such Casualty EventParent or a Restricted Subsidiary in a manner permitted pursuant to Section 7.03 (other than clause (g) thereof); (jc) Dispositions the making of property; provided any Restricted Payment that (i) at the time of such Disposition (other than any such Disposition made pursuant is permitted to a legally binding commitment entered into at a time when no Default exists)be made, no Default shall exist or would result from such Disposition and (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $150,000,000is made, the Borrower under Section 7.05 or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents Permitted Investment; (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (p), (q), (r)(i), (r)(ii), (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee) (only to the extent the Obligations are secured by such cash and Cash Equivalents); provided, however, that for the purposes of this clause (j)(ii), the following shall be deemed to be cash: (Ad) any liabilities (as shown on the Borrower’s (disposition of assets or the Restricted Subsidiaries’, as applicable) most recent balance sheet provided hereunder issuance or in the footnotes thereto) sale of Holdings or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash Equity Interests of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower in any transaction or such Restricted Subsidiary into cash or Cash Equivalents (to the extent series of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having transactions with an aggregate fair market value (as determined as of the closing of the applicable Disposition for which such non-cash consideration is receivedin good faith by Parent) not to exceed 5.00exceed, the greater of (x) $10,500,000 and (y) 0.50% of Total Assets at any time (net of any non-cash consideration converted into cash and Cash Equivalents)Assets; (ke) any Disposition disposition of Securitization Assets (property or assets or issuance of the Equity Interests in securities by a Restricted Subsidiary to Parent or by Parent or a Restricted Subsidiary to another Restricted Subsidiary; provided, substantially all of the assets of which are Securitization Assets) that any transfer from a Loan Party shall be to a Securitization Subsidiaryanother Loan Party; (lf) Dispositions to the extent qualifying for non-recognition under Section 1031 of the Code, or discounts without recourse any comparable or successor provision, any exchange of accounts receivable like property (excluding any boot thereon) for use in connection with a Similar Business; (g) the compromise lease, assignment or collection thereof sub-lease of any real or personal property in the ordinary course of business; (m) Dispositions of property pursuant to sale-leaseback transactions; provided that the fair market value of all property so Disposed of after the Closing Date shall not exceed $100,000,000; (n) any swap of assets in exchange for services or other assets of comparable or greater value or usefulness to the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Borrower; (oh) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and; (pi) the unwinding foreclosures on assets or Dispositions of asset required by Law, governmental regulation or any Swap Contract pursuant to its termsGovernmental Authority; (qj) Dispositions sales of accounts receivable, or participations therein, and related assets 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 to, customary buy/sell arrangements between, between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (rn) the lapse or abandonment of intellectual property rights or assets 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 registrations kind; (q) dispositions of receivables in connection with the compromise, settlement or applications 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 registration consideration at the time of any immaterial IP Rightssuch 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” or “DownREIT” acquisitions that do not constitute a Change of Control; (s) Permitted Intercompany Activitiesdispositions for at least fair market value of any property the disposition of which is necessary for Parent to qualify, the Spin-Off Transaction and related transactions; andor maintain its qualification, as a REIT for U.S. federal income tax purposes, in each case, in Parent’s good faith determination; (t) the Timeshare 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, the greater of (x) $10,500,000 and (y) 0.50% of Total Assets; (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 (individually 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, that the amount of: (i) any liabilities (as shown on Parent’s most recent consolidated balance sheet or in the aggregate); provided footnotes thereto or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on any Disposition 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, in each case, any liabilities that are by their terms subordinated to the Obligations) to the extent such liabilities are (x) assumed by the transferee of any property such assets (or are otherwise extinguished by the transferee in connection with the transactions relating to such Disposition) and (y) 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 this Section 7.05 clause (except pursuant iii) that is at that time outstanding (but, to Sections 7.05(e)the extent that any such Designated Non-Cash Consideration is sold or otherwise liquidated for cash, minus the lesser of (a) the amount of the cash received (less the cost of disposition, if any) and (b) 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, shall, in the case of clauses (i), (k)ii) and/or (iii) above, (p), (r) be deemed to be cash for purposes of this provision and (s) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than other purpose; (w) Permitted Asset Swaps; (x) Dispositions in the fair market value ordinary course of business whereby Parent or any of its Restricted Subsidiaries purchases, installs and/or maintains assets on behalf of another Person, and transfers such assets to such Person upon installation or at the end of a specified period of time; (y) Dispositions of non-core assets acquired after the Amendment No. 2 Effective Date in connection with any acquisition permitted hereunder which, within 180 days of the date of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 acquisition, are designated in writing 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 as being held for sale 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 has occurred and is continuing on the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate date of the Disposition; and (z) Dispositions by a Restricted Subsidiary that in order the good faith determination of the Parent are necessary or advisable to effect the foregoingany Permitted Subordinated Note Financing.

Dispositions. Neither the Borrower Company nor any of the Restricted Subsidiaries shall, directly or indirectly, make any Disposition, except: (a) (i) Dispositions of obsolete, non-core, surplus, damaged, unnecessary, unsuitable or worn out equipment, inventory or surplus propertyother property or any disposition of inventory, whether now owned goods or hereafter acquired, in the ordinary course of business other assets (including timeshare and Dispositions of property residential assets) held for sale or no longer used or useful useful, or economically practical to maintain in the conduct of the business of the Borrower Company or any of its Restricted Subsidiaries and (ii) Dispositions write-off or write-down of property no longer used any unrecoupable loans or useful advances made to timeshare owners in the conduct of the business of the Borrower and its Restricted Subsidiaries outside the ordinary course of business (and for consideration complying or consistent with the requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $25,000,000past practice; (b) Dispositions of vacation ownership intervals or other inventory (whether developed, “just-in-time” or fee-for service) or goods (or other assets, including timeshare and residential assets, furniture and equipment) held for sale and immaterial assets (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned in the ordinary course of business), in each case, in the ordinary course of businessbusiness or consistent with past practice or industry practice; (c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (d) Dispositions of property to the Borrower Company or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan Party or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02; (e) to the extent constituting Dispositions, transactions permitted by Sections 7.01, 7.02 (other than Section 7.02(e)), 7.04 (other than Section 7.04(f)) and 7.06; (f) any conversions Dispositions of hotel properties into timeshare or residential properties and the sale land or other disposition real property, whether vacant, unused or improved, in each case in the ordinary course of assets created business or consistent with past practice or industry practice or otherwise in such conversionsconnection with a vacation ownership interval transaction; (g) Dispositions of Cash Equivalents; (i) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower Company or any of its Restricted Subsidiaries and (ii) Dispositions of intellectual property that do not materially interfere with the business of the Borrower Company or any of its Restricted Subsidiaries so long as the Borrower Company or any of its Restricted Subsidiaries receives a license or other ownership rights to use such intellectual property; (i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty Event; (j) Dispositions of property; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Event of Default existsexistshas occurred and is continuing), no Event of Default shall exist existhas occurred and is continuing or would result from such Disposition and (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of the greater of (x) $150,000,000140,000,000 and (y) 1.5% of Total Assets, the Borrower Company or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, calculated on a cumulative basis in respect of all such consideration received since the Closing Date and free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (p), (q), (r)(i), (r)(ii), (dd) (only to the extent the Obligations are secured by such cash and Cash Equivalents) and (ee) (only to the extent the Obligations are secured by such cash and Cash Equivalents); provided, however, that for the purposes of this clause (j)(ii), the following shall be deemed to be cash: (A) the greater of the principal amount and the carrying value of any liabilities (as shown reflected on the BorrowerCompany’s (or the Restricted Subsidiaries’, as applicable) most recent consolidated balance sheet provided hereunder or in the footnotes thereto) of Holdings or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the ObligationsObligations (other than intercompany liabilities owing to a Restricted Subsidiary being disposed of), that are assumed by the transferee (or a third party in connection with such transfer) with respect to the applicable Disposition and for which the Borrower Company and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writingwriting (or otherwise cancelled or terminated in connection with the transaction), (B) any securities received by the Borrower Company or the applicable Restricted Subsidiary from such transferee that are converted or reasonably expected by the Borrower Company acting in good faith to be converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received or expected to be received) within 180 days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by the Borrower Company or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed 5.00the greater of (a) $475,000,000 and (b) 5.0% of Total Assets at any time (net of any non-cash consideration converted into cash and Cash Equivalents); (k) any Disposition Dispositions (including by capital contribution or distribution), discounts, pledges, transfers, sales or repurchases of accounts receivable, or participations therein, or Securitization Assets (or of the Equity Interests in a Subsidiaryrelated assets, all or substantially all of the assets of which are Securitization Assets) to Assets or any disposition, sale or repurchase of the Equity Interests in, or securities of, a Securitization Subsidiary, in each case in connection with any Qualified Securitization Financing or the disposition, sale or repurchase of an account receivable, participation therein, or Securitization Assets in connection with the collection or compromise thereof; (l) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business; (m) Dispositions of property pursuant to sale-leaseback transactions; provided that the fair market value of all property so Disposed of after the Closing Date shall not exceed the greater of (x) $100,000,000190,000,000 and (y) 2.0% of Total Assets; (n) any swap of assets in exchange for services or other assets of comparable or greater value or usefulness to the business of the Borrower Company and its Subsidiaries as a whole, as determined in good faith by the management of the BorrowerCompany; (o) any issuance issuance, disposition or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Equity Interests of such an Unrestricted Subsidiary) and; (p) the unwinding of any Swap Contract pursuant to its terms; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights; (s) Permitted Intercompany Activities, the Spin-Off Transaction Activities and related transactions; (t) any reorganizations and other transactions entered into among the Company and its Subsidiaries in connection with the Transactions and the Amendment No. 4 Transactions so long as such reorganizations and other transactions do not materially impair the value of the Collateral or the Guarantees, taken as a whole; (u) Dispositions of assets (i) acquired pursuant to or in order to effectuate a Permitted Acquisition which assets are not used or useful to the core or principal business of the Borrower and the Restricted Subsidiaries or (ii) that are made in connection with the approval of any applicable antitrust authority or otherwise necessary or advisable in the good faith determination of the Borrower to consummate any acquisition; (v) any surrender or waiver of contract rights or the settlement, release or surrender of contract rights or other litigation claims, in each case, in the ordinary course of business; and (tw) the Timeshare Disposition (individually or in the aggregate)issuance of directors’ qualifying shares and shares issued to foreign nationals as required by applicable law; provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e), (i), (k), (p), (r), (s) and (st) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such property at the time of such DispositionDisposition as determined by the Borrower in good faith. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing.